AbbVie Inc. (NYSE:ABBV) submits a non-binding indication of interest to acquire Landos Biopharma, Inc. (NasdaqCM:LABP) from a group of shareholders on September 22, 2023. AbbVie Inc. signed a definitive agreement to acquire Landos Biopharma, Inc. from a group of shareholders for approximately $110 million on March 24, 2024. Under the terms of the agreement, each share of common stock of Landos Biopharma, outstanding immediately prior to the Effective Time, but excluding Cancelled Shares and Dissenting Shares, will be converted automatically into the right to receive $20.42 in cash plus one contractual contingent value right (each, a ?CVR?) representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone. Upon termination of the agreement under certain specified circumstances, Landos will be required to pay a termination fee of $7,000,000.

The consummation of the merger is subject to certain customary conditions, including receipt of approval of the Landos? stockholders,receipt of required regulatory approvals or clearances, if any, with respect to certain antitrust laws (including filings with the U.K. Competition and Markets Authority or the European Commission or the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in each case, if reasonably determined to be applicable to the Merger) and the absence of any law or order prohibiting or making illegal the consummation of the Merger. The Boards of Directors of AbbVie and Landos have unanimously approved this agreement. The Landos Board has unanimously recommended the adoption of the agreement by Landos? stockholders. The special meeting of stockholders of Landos Biopharma will be held on May 23, 2024. The proposed transaction is expected to close in the second calendar quarter of 2024. As of May 23, 2024, Landos Biopharma, Inc.'s stockholders voted to adopt the Merger Agreement

Benjamin Goodchild, Krishna Veeraraghavan, Patricia Vaz de Almeida, Jonathan Ashtor, Bonnie Chen, Brianna van Kan, Jean McLoughlin, Brian Krause, Geoffrey Chepiga, Daniel Levi Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to AbbVie. Jefferies LLC acted as financial advisor and fairness opinion provider and Kevin Cooper and Eric Blanchard of Cooley LLP acted as legal advisors to Landos. Landos has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee based upon a percentage of the transaction value of the Merger, which fee is estimated as of the date of this proxy statement to be approximately $6.7 million, of which $1.5 million became payable upon delivery of Jefferies? opinion to the Board, $2.95 million of which is payable contingent upon the closing of the merger and $2.25 million of which is payable contingent upon payment of the Milestone Payment. MacKenzie Partners, Inc. acted as proxy solicitor to Landos Biopharma at a cost of approximately $9,500 plus expenses. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent and paying agent to Landos.

AbbVie Inc. (NYSE:ABBV) completed the acquisition of Landos Biopharma, Inc. (NasdaqCM:LABP) from a group of shareholders on May 23, 2024.