공시 • Jun 25
Novartis AG (SWX:NOVN)completed the acquisition of Regulus Therapeutics Inc. (NasdaqCM:RGLS).
Novartis AG (SWX:NOVN) submitted a written non-binding indication of interest to acquire Regulus Therapeutics Inc. (NasdaqCM:RGLS) for approximately $200 million on April 4, 2025. Novartis AG (SWX:NOVN) entered into an agreement and plan of merger to acquire Regulus Therapeutics Inc. (NasdaqCM:RGLS) for approximately $540 million on April 29, 2025. Novartis submitted a written non-binding indication of interest to acquire the Company for $3.00 per share in cash and a CVR of $1.50 per share. Under the terms of the merger agreement, Novartis, through a subsidiary, will initiate a tender offer to acquire all of Regulus' outstanding shares for an initial payment of $7.00 per share in cash at closing, or $0.8 billion. The upfront cash portion of the consideration represents a premium of 274 percent to Regulus' 60-day volume-weighted average stock price and 108 percent to Regulus' closing price on April 29, 2025. In addition, Regulus shareholders will receive a contingent value right (CVR) providing for payment of $7.00 per share, contingent upon the achievement of a milestone with respect to regulatory approval of Regulus' lead product candidate, farabursen. Total consideration including the CVR, if the milestone is achieved, would be approximately $1.7 billion. Upon the successful completion of the tender offer, a subsidiary of Novartis will be merged with and into Regulus and any remaining shares of common stock of Regulus will be cancelled and converted into the right to receive the same merger consideration (including the contingent value right) per share payable in the tender offer. Following completion of the tender offer, Novartis plans to merge the acquiring subsidiary with Regulus, making Regulus an indirect, wholly-owned subsidiary of Novartis. Until closing, Novartis and Regulus will continue to operate as separate and independent companies. The termination fee of $27.293938 million is payable by Regulus and $41.990674 million is payable by Novartis.
The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Regulus' outstanding shares, HSR act and other customary closing conditions and regulatory clearance. The transaction has been unanimously approved by the Boards of Directors of both companies. As of April 29, 2025, Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the transactions contemplated by the Agreement and Plan of Merger.
As on May 27, 2025, Novartis has commenced a tender offer to acquire all of the outstanding shares of common stock,The Offer will expire at one minute past 11:59 p.m., New York City time, on June 24, 2025, unless the Offer is otherwise extended or earlier terminated.
As of June 24, 2025, 56,374,397 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 74.49% of the issued and outstanding Shares immediately prior to the Expiration Time. The parties expect the transaction to close on June 25, 2025, promptly following the acceptance of all Shares validly tendered and not validly withdrawn pursuant to the Offer.
Bradley Wolff, Francois Maisonrouge, Bobby Bal, Robert Fields of Evercore is serving as exclusive financial advisor and fairness opinion provider, and Charles Ruck, Daniel Rees, Betty Pang, Chad Jennings, Michelle L.C. Carpenter, Andrea Ramezan-Jackson, Heather Deixler, Steven Chinowsky, Robert Yeh, Paul Rosen, Nathan Seltzer and Joshua Holian of Latham & Watkins LLP is serving as legal counsel to Regulus. Innisfree M&A Incorporated acted as information agent and Computershare Trust Company, National Association acted as transfer agent to Novartis.
Novartis AG (SWX:NOVN)completed the acquisition of Regulus Therapeutics Inc. (NasdaqCM:RGLS) for approximately $790 million on June 25, 2025.