Alumis (NASDAQ: ALMS) Enters into Agreement and Plan of Merger with ACELYRIN, Inc.

Alumis Inc., a Delaware corporation, recently announced the signing of an Agreement and Plan of Merger with ACELYRIN, Inc., also a Delaware corporation. The merger, as outlined in the Merger Agreement, involves Arrow Merger Sub, Inc., a direct wholly owned subsidiary of Alumis. This strategic move marks a significant development for both companies as they align for future growth and consolidation.

The Merger Agreement, supported by the Alumis Special Committee and the ACELYRIN Special Committee, signifies a comprehensive evaluation and endorsement of the merger and associated transactions by the respective boards of directors. Alumis and ACELYRIN’s special committees unanimously deemed the merger advisable, fair, and in the best interest of their companies and shareholders.

The agreement entails the conversion of ACELYRIN’s common stock into Alumis Common Stock at a fixed exchange ratio. Additionally, outstanding stock options and equity awards of ACELYRIN, such as Options, RSUs, and PSUs, will undergo conversion or cancellation as per the terms of the merger agreement.

The completion of the merger is subject to several closing conditions, such as regulatory approvals, the effectiveness of a registration statement with the SEC, and approval by the stockholders of both companies. The Merger Agreement also includes standard representations, warranties, and governance provisions typical for such transactions.

In light of this agreement, Alumis disclosed crucial financial information concerning its cash, cash equivalents, and marketable securities as of December 31, 2024. The preliminary unaudited amount of approximately $289 million was reported in a press release on February 6, 2025. It’s important to note that this information is subject to change pending finalization and audit.

In conjunction with the merger agreement, Alumis and ACELYRIN entered into Voting and Support Agreements with their respective stockholders who collectively represent a significant portion of outstanding shares as of January 31, 2025. These agreements enforce voting commitments in favor of the merger and related transactions, providing a substantial level of support from key investors.

The forward-looking nature of this merger entails certain risks and uncertainties, including regulatory approvals, potential delays, and competitive market conditions. Both parties aim to navigate these challenges and maximize the synergies and benefits expected from the merger.

As the merger progresses, stakeholders are advised to stay informed about further developments by reviewing the joint proxy statement/prospectus and upcoming SEC filings related to this merger.

This Summary is Subject to the Complete and Detailed Agreement Extensive regulatory disclosures and provisions are an integral part of this merger agreement, emphasizing the thorough evaluation and diligent preparation by both Alumis and ACELYRIN for this strategic integration.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Alumis’s 8K filing here.

Alumis Company Profile

Our mission is to significantly improve the lives of patients by replacing broad immunosuppression with targeted therapies. Our name, Alumis, captures our mission to enlighten immunology, and is inspired by the words “allumer”-French for illuminate-and “immunis”-Latin for the immune system. We are a clinical stage biopharmaceutical company with an initial focus on developing our two Tyrosine Kinase 2 (TYK2) inhibitors: ESK-001, a second-generation inhibitor that we are developing to maximize target inhibition and optimize tolerability, and A-005, a central nervous system (CNS) penetrant molecule.