AbbVie Inc. (NYSE:ABBV) entered into a definitive agreement to acquire ImmunoGen, Inc. (NasdaqGS:IMGN) from Redmile Group, LLC, RA Capital Management, L.P., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), The Vanguard Group, Inc. and others for $8.8 billion on November 30, 2023. Under the terms of the transaction, AbbVie will acquire all outstanding ImmunoGen common stock for $31.26 per share in cash. The transaction values ImmunoGen at a total equity value of approximately $10.1 billion and Implied transaction value of approximately $9.8 billion net of estimated cash acquired. Additionally, AbbVie will acquire ImmunoGen's flagship cancer therapy ELAHERE®. Purchase price of the transaction will be funded with a combination of cash and debt. Upon the closing of the transaction, ImmunoGen will become a subsidiary of AbbVie. Until then, ImmunoGen remains a separate public company and will operate as a standalone business. The Merger Agreement also provides that ImmunoGen must pay AbbVie a termination fee of $353.5 million and AbbVie must pay ImmunoGen a reverse termination fee of $656.5 million in connection with the termination of the Merger Agreement.

The transaction is subject to customary closing conditions including receipt of regulatory approvals. The closing of the Merger is subject to the satisfaction or waiver of certain conditions, including, the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other approvals under foreign antitrust laws, the approval of the Merger Agreement by the holders of at least two-thirds of the outstanding common shares of ImmunoGen. The boards of directors of both companies have unanimously approved the transaction and is expected to close in the middle of 2024. As of January 8, 2024, ImmunoGen and Parent each filed a Notification and Report Form pursuant to the HSR Act with respect to the Merger with the U.S. Federal Trade Commission and U.S. Department of Justice on January 8, 2024. On January 29, 2024, the German Federal Cartel Office approved the Merger unconditionally. On January 31, 2024, ImmunoGen shareholders approved the transaction. The 30-day waiting period imposed by the HSR Act in connection with the merger expired at 11:59 p.m. on February 7, 2024, without action by the FTC. As of February 8, 2024, the transaction is expected to close on or about February 12, 2024.

J.P. Morgan Securities LLC is acting as financial advisor as well as fairness opinion provider and David K. Lam and Steven R. Green of Wachtell, Lipton, Rosen & Katz is acting as legal advisor to AbbVie. Morgan Stanley & Co. LLC is acting as financial advisor to AbbVie. Goldman Sachs & Co. LLC and Lazard Freres & Co. LLC acting as financial advisors and fairness opinion providers and Tara M. Fisher, Renata Ferrari, Mike McFalls, Ruchit Patel, David McIntosh, Dan Coyne and David Saltzman of Ropes & Gray LLP acting as legal advisors to ImmunoGen. MacKenzie Partners, Inc. acted as information agent and Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to ImmunoGen. ImmunoGen will pay approximately $25,000 plus expenses for the service. Goldman Sachs will receive a fee of $77 million for the service. ImmunoGen agreed to pay Lazard a fee to be approximately $77 million.

AbbVie Inc. (NYSE:ABBV) completed the acquisition of ImmunoGen, Inc. (NasdaqGS:IMGN) from Redmile Group, LLC, RA Capital Management, L.P., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), The Vanguard Group, Inc. and others on February 12, 2024. With the completion of the acquisition, ImmunoGen is now part of AbbVie. It is expected that ImmunoGen's common stock will cease to trade on the NASDAQ stock exchange prior to market open on February 12, 2024. In connection with the Merger, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of ImmunoGen?s board of directors. AbbVie expects its acquisition of ImmunoGen to be accretive to AbbVie's diluted EPS beginning in 2027 and significantly accretive over the long-term. J.P. Morgan Securities LLC acted as a financial advisor to ImmunoGen, Inc. In connection with the acquisition of ImmunoGen and proposed acquisition of Cerevel Therapeutics, on December 6, 2023, AbbVie entered into a $9 billion 364-day bridge credit agreement and on December 21, 2023, AbbVie entered into a 364-day term loan credit agreement with an aggregate principal amount of $5 billion.