Acelyrin-Alumis Merger Faces Opposition as Investor Pushes for Liquidation

In a significant development within the pharmaceutical industry, the proposed merger between Acelyrin and Alumis has come under scrutiny as a major investor advocates for liquidation instead. This situation highlights the ongoing challenges faced by biotech companies in the current market environment.

Trium Capital Challenges Merger Deal

Trium Capital, a UK-based investment firm holding a 5.4% stake in Acelyrin, has publicly opposed the planned merger with Alumis. In an open letter, Trium argued that liquidating Acelyrin would provide better value for shareholders than the proposed merger or other offers received.

The investor calculates that Acelyrin shareholders could receive between $3.53 and $3.67 per share through liquidation, compared to the $2.06 per share valuation implied by the Alumis merger. Trium's assessment is based on Acelyrin's cash position of $4.45 per share, assuming no value for the company's thyroid eye disease candidate, lonigutamab.

Strategic Options and Competing Offers

Acelyrin's journey to this point has been complex, involving multiple strategic considerations:

1. The company evaluated offers from over 25 parties before announcing the Alumis merger in February 2025.
2. Concentra Biosciences, owned by Tang Capital Partners, attempted to acquire Acelyrin for $3 per share in cash, plus 80% of proceeds from potential future licensing or sales of Acelyrin's programs.
3. Acelyrin rejected Concentra's bid and adopted a "poison pill" strategy to protect itself from hostile takeovers.

The Alumis merger, an all-stock transaction, would give Acelyrin shareholders approximately 48% ownership in the combined entity. This deal has already been amended to increase Acelyrin shareholders' equity stake following discussions with investors.

Industry Context and Shareholder Pressure

This situation reflects a broader trend in the biotech sector, where companies facing setbacks and trading below cash value are under increasing pressure from investors. These so-called biotech "zombies" are being pushed to either pivot their strategy, merge, or return cash to shareholders through liquidation.

Acelyrin, which raised $540 million in one of biotech's largest IPOs in 2023, has faced challenges including disappointing study results that led to the abandonment of its lead drug candidate. The company's stock currently trades at about $2.50 per share, significantly below its cash reserves of $448 million (equivalent to $4.45 per share) as of Q4 2024.

As the May 13 shareholder vote on the Alumis merger approaches, the outcome remains uncertain. Trium Capital has stated its intention to vote against the merger, potentially influencing other shareholders' decisions and the future direction of Acelyrin.