Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• Special Meeting called to vote on a merger where shareholders will receive $135.11 per share in cash, representing a 53% premium to the last closing price before the merger announcement and a 63% premium to the 30-day VWAP.

• Merger involves Apogee Therapeutics, Andor LLC (a subsidiary of AbbVie), and Andor Merger Co.; Apogee will become an indirect wholly owned subsidiary of AbbVie.

• Board unanimously recommends approval of the merger, citing attractive value, certainty of cash consideration, and robust negotiation process.

• If the merger is not completed, Apogee will remain independent and listed on Nasdaq; termination fees of $381.3 million may apply under certain circumstances.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Board recommends voting FOR all proposals.

• Approval of the merger requires a majority of outstanding voting shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

Board of directors and corporate governance

• Board conducted a thorough review of strategic alternatives, engaged with multiple potential acquirers, and negotiated terms with AbbVie.

• Board considered fairness opinions from Goldman Sachs and Jefferies, both concluding the merger consideration is fair from a financial point of view.

• Voting agreement in place with key stockholders to support the merger.