Revised merger terms boost ACELYRIN stake in Alumis deal

SOUTH SAN FRANCISCO, Calif. and LOS ANGELES - Alumis Inc. (NASDAQ: ALMS) and ACELYRIN, INC. (NASDAQ: SLRN) today announced an amendment to their merger agreement terms, increasing ACELYRIN stockholders’ ownership in the combined company. The revised exchange ratio will give ACELYRIN stockholders approximately 48% ownership, while Alumis stockholders will own about 52% on a fully diluted basis. According to InvestingPro data, Alumis enters this merger with a strong liquidity position, maintaining a healthy current ratio of 6.01 and more cash than debt on its balance sheet.

According to the updated terms, ACELYRIN stockholders will receive 0.4814 shares of Alumis common stock for each ACELYRIN share they own. This adjustment reflects a significant increase from the original merger agreement and is seen as a move to maximize value for ACELYRIN stockholders while strengthening the combined entity.

Martin Babler, President, CEO, and Chairman of Alumis, emphasized that the amendment was made in light of current market conditions and evolving investor expectations, aiming to create enhanced value opportunities for stockholders. He reiterated the board’s belief in the transaction’s merits and its potential to advance Alumis’s late-stage pipeline and commercial capabilities.

Bruce Cozadd, Chair of the ACELYRIN Board of Directors, stated that the amended agreement results from extensive discussions with stockholders, ensuring that ACELYRIN investors benefit from a greater interest in the long-term potential of Alumis.

ACELYRIN also filed an investor presentation with the U.S. Securities and Exchange Commission (SEC), highlighting the merger’s benefits, such as a diversified portfolio and a pro forma cash position of approximately $737 million as of December 31, 2024. The combined company expects to have sufficient funds to support operations and key clinical trials into 2027. This cash position is particularly crucial as InvestingPro analysis shows Alumis has been rapidly burning through cash, with analysts maintaining a cautiously optimistic outlook reflected in their consensus buy recommendation.

The merger, recommended by the disinterested directors of both companies, is expected to close in the second quarter of 2025, pending stockholder approval at the Special Meeting of Stockholders on May 13, 2025. Stockholders of record as of April 1, 2025, are entitled to vote. Despite Alumis’s stock experiencing a significant 60% decline over the past six months, InvestingPro analysis reveals 10+ additional key insights about the company’s financial health and future prospects, available to subscribers.

Morgan Stanley & Co. LLC and Cooley LLP are advising Alumis, while Guggenheim Securities, LLC, Fenwick & West LLP, and Paul Hastings LLP are advising ACELYRIN.

This announcement is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to buy any securities.

In other recent news, Alumis Inc. and ACELYRIN, Inc. have announced a definitive merger agreement to form a leading late-stage clinical biopharmaceutical company. The merger, expected to complete in the second quarter of 2025, aims to combine resources to develop therapies for immune-mediated diseases, with a projected pro forma cash balance of $737 million. Meanwhile, Alumis has entered into a significant collaboration with Kaken Pharmaceutical to develop and commercialize the TYK2 inhibitor, ESK-001, in Japan, potentially earning up to $180 million in payments and royalties. Analysts at H.C. Wainwright have maintained a Buy rating on Alumis with a $15 target, reflecting optimism about the Kaken partnership. Additionally, Baird reiterated an Outperform rating with a $17 target following promising Phase 1 study results of Alumis’s A-005 drug. Cantor Fitzgerald also maintains an Overweight rating, highlighting the potential impact of ESK-001 in the psoriasis market and the strategic benefits of the upcoming merger. These developments position Alumis favorably as it advances its drug pipeline and strengthens its financial outlook.

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