Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• AbbVie will acquire all outstanding shares of Apogee Therapeutics for $135.11 per share in cash, valuing the transaction at approximately $10.9 billion, with closing expected in Q3 2026 pending regulatory and shareholder approvals.

• The acquisition brings Apogee’s late-stage immunology assets, including zumilokibart (APG777) for atopic dermatitis and APG273 for asthma, into AbbVie’s portfolio, aiming to strengthen its leadership in immunology and expand into respiratory diseases.

• The boards of both companies have unanimously approved the transaction, and major shareholders have entered into voting agreements supporting the deal.

• The transaction is expected to be accretive to AbbVie’s adjusted diluted EPS beginning in 2032.

Voting matters and shareholder proposals

• Apogee shareholders will vote to approve the merger; a majority of voting common stock is required for approval.

• Certain major shareholders have already entered into voting agreements to support the merger.

• The definitive proxy statement will be mailed to shareholders, and all relevant materials will be filed with the SEC.

Board of directors and corporate governance

• The Apogee board unanimously determined the merger is in the best interests of shareholders and recommended approval.

• The directors and officers of the surviving corporation will be those of the acquiring entity immediately prior to the effective time.