M&A - BIOGEN INC.

Form Type: DEF 14A

Filing Date: 2025-04-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525097747

Filing Summary: Biogen Inc. filed a definitive proxy statement regarding the 2025 Annual Meeting of Stockholders scheduled for June 17, 2025. The proxy highlights key achievements from 2024, including the continued launch of LEQEMBI for Alzheimer's treatment, the acquisition of Human Immunology Biosciences (HI-Bio) which adds felzartamab for rare immunology conditions, and significant cost reduction initiatives aimed at achieving $1 billion in savings through the 'Fit for Growth' program. The Board also focused on enhancing its composition, confirming that seven of ten independent directors have been appointed since 2019, promoting diversity and robust governance. Important proposals for the stockholder meeting include electing board nominees, approving the selection of PricewaterhouseCoopers as independent auditors, and conducting an advisory vote on executive compensation. Voting will be conducted online, and stockholders are encouraged to participate and submit proxies in advance.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025004311

Filing Summary: On January 10, 2025, Biogen Inc. and its subsidiary Biogen MA Inc. submitted a non-binding proposal to acquire all outstanding shares of Sage Therapeutics, Inc. that are not owned by them. The proposal includes a purchase price of $7.22 per share in cash, totaling a significant financial commitment aimed at strategic consolidation within the biopharmaceutical sector. This acquisition could lead to various corporate restructuring actions, including a merger, delisting from the Nasdaq, and other changes in Sage's business operations. The Reporting Persons intend to review their investment in Sage regularly and are open to acquiring additional shares or disposing of their existing holdings. The proposal reflects Biogen’s ongoing strategy to enhance its portfolio through acquisitions and collaborations that align with its focus on serious neurological and rare diseases. They acknowledge that there are no assurances that the transaction will be completed or its terms, and they retain the right to modify or withdraw the proposal at any time.