The Landos Biopharma Acquisition Includes a Large CVR

1. The Landos Biopharma Acquisition: AbbVie’s $137.5M Deal Includes a Significant CVR The pharmaceutical industry continues to witness strategic acquisitions, with the latest being AbbVie’s (ABBV) acquisition of Landos Biopharma (LABP). This deal, valued at $137.5 million, not only highlights the ongoing interest in innovative biotech firms but also features a substantial contingent value right (CVR) that could significantly enhance shareholder value. Key Details of the Acquisition: Deal Structure: AbbVie is acquiring Landos Biopharma for $20.42 per share in an all-cash transaction. CVR Potential: The deal includes a potential CVR payment of $11.14 per share, bringing the total potential value per share to $31.56. Total Valuation: Without considering the CVR, the deal is valued at $90.65 million. However, if the CVR conditions are met, the total value could reach $137.5 million. Landos’ Financial Position: Landos Biopharma ended 2023 with $37.5 million in net cash and experienced a significant reduction in cash burn, from $45.77 million in 2022 to $20.48 million in 2023. Landos Biopharma’s Focus: Landos Biopharma is a clinical-stage biotech company specializing in the development of oral therapies for autoimmune diseases, including ulcerative colitis and Crohn’s disease. The company’s lead drug, NX-13, is currently in Phase 2 clinical trials and represents a promising potential treatment for these conditions. Industry Implications: This acquisition underscores the continued interest of large pharmaceutical companies in acquiring innovative biotech firms with promising pipelines, particularly those targeting unmet medical needs like autoimmune diseases. The inclusion of a significant CVR in the deal highlights the high stakes involved in the successful development and commercialization of NX-13. Get access to premium merger arbitrage content. Subscribe today Market Reactions and Investor Outlook: The market’s response to this acquisition has been closely watched by investors, especially given the substantial CVR component. For shareholders of Landos Biopharma, the deal offers immediate liquidity with the $20.42 per share cash payment, while the CVR provides a significant upside tied to the success of NX-13. Why AbbVie is Interested: AbbVie’s interest in Landos Biopharma and its pipeline, particularly NX-13, reflects the broader trend in the pharmaceutical industry of acquiring innovative therapies that can address significant unmet medical needs. With autoimmune diseases like ulcerative colitis and Crohn’s

2. disease affecting millions globally, a successful treatment could represent a multi-billion-dollar market opportunity. Risks and Considerations: While the deal appears promising, it is not without risks. The development of NX-13 is still in the relatively early stages, and the success of Phase 2 trials is not guaranteed. Additionally, biotech acquisitions often come with the uncertainty of clinical trial outcomes, regulatory hurdles, and the time it takes to bring a drug to market. For AbbVie, the investment in Landos Biopharma represents both an opportunity to strengthen its pipeline and a risk if the drug does not perform as expected. However, the structure of the deal, with a significant portion of the payment tied to the CVR, allows AbbVie to mitigate some of this risk by deferring part of the total cost to the future success of NX-13. The Bigger Picture in Pharma M&A: The Landos Biopharma acquisition is part of a larger trend of mergers and acquisitions (M&A) in the pharmaceutical industry, where large companies are increasingly looking to acquire smaller, innovative biotech firms. This strategy allows big pharma companies to quickly expand their pipelines with new and promising therapies, often in high-growth areas such as immunology, oncology, and rare diseases. The acquisition of Landos Biopharma by AbbVie, with its significant CVR component, is a key example of how large pharmaceutical companies are navigating the high-stakes world of biotech M&A. For investors, this deal represents both an immediate gain and a potential future windfall, depending on the success of NX-13. As the pharmaceutical industry continues to evolve, deals like this one highlight the growing importance of innovative biotech firms and the critical role they play in the development of next-generation therapies.