Announcement • Apr 30
Chiesi Farmaceutici S.p.A. entered into a definitive agreement to acquire KalVista Pharmaceuticals, Inc. (NasdaqGM:KALV) for approximately $1.5 billion.
Chiesi Farmaceutici S.p.A. entered into a definitive agreement to acquire KalVista Pharmaceuticals, Inc. (NasdaqGM:KALV) for approximately $1.5 billion on April 29, 2026. Under the terms of the Transaction, Chiesi will commence a tender offer to acquire all outstanding shares of KalVista for $27.00 per share in cash, which represents a 36% premium to KalVista’s 30-day volume-weighted average share price as of 28 April, 2026.. The total value implied by the Transaction at closing is approximately $1.9 billion. If the tender offer is successfully completed, Chiesi will acquire all remaining shares of KalVista not tendered in the offer through a second step merger for the same consideration as paid in the tender offer. As soon as practicable following the consummation of the Offer, Chiesi Farmaceutici S.p.A. will be merged with and into the KalVista Pharmaceuticals, Inc. (the “Merger”), with the KalVista Pharmaceuticals, Inc. continuing as the surviving corporation and a wholly owned Subsidiary of Chiesi Farmaceutici S.p.A., on the terms and subject to the conditions set forth in the Merger Agreement. Upon completion of the Transaction, Chiesi will assume responsibility for EKTERLY ® (sebetralstat), a differentiated oral, on - demand treatment for hereditary angioedema (HAE), developed by KalVista, which addresses a significant unmet need for patients requiring effective and accessible therapies. The Merger Agreement provides that Purchaser will commence the Offer no later than 10 business days after the date of the Merger Agreement. The Offer will expire at one minute after 11:59 p.m., Eastern Time, on the date that is 20 business days from the commencement date of the Offer, unless extended in accordance with the terms of the Merger Agreement. The Merger Agreement includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company in order to enter into an acquisition agreement which the Board of Directors has determined constitutes a Superior Offer, the Company will be required to pay Parent a termination fee of $66.4 million.
The consummation of the Offer is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including (i) there being validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its Affiliates, represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the “ Minimum Condition ”); provided, however, that for purposes of determining whether the Minimum Condition has been satisfied, the Parties shall exclude Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received” (as such term is defined in Section 251(h)(6)(f) of the DGCL); (ii) any waiting period (or any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or terminated and the obtainment of clearance, affirmative approval or confirmation of non-notifiability by the Bundeskartellamt under applicable Antitrust Laws in Germany and the Presidenza del Consiglio dei Ministri under applicable Foreign Investment Laws in Italy; (iii) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary materiality standards, thresholds and exceptions; (iv) the Company’s compliance with, or performance of, in all material respects its covenants and agreements contained in the Merger Agreement; (v) there having not occurred any Material Adverse Effect; and (vi) other customary conditions set forth in Annex I to the Merger Agreement. The consummation of the Offer and Merger is not subject to a financing condition. The Transaction was unanimously approved by both Chiesi’s and KalVista’s Boards of Directors and is expected to close in Q3 2026, subject to the satisfaction of customary closing conditions.
Lazard is serving as exclusive financial advisor andZachary Blume of Ropes & Gray LLP is serving as legal advisor to Chiesi. Centerview Partners LLC is serving as financial advisor and fairness opinion to KalVista and Graham Robinson and Chadé Severin of Kirkland & Ellis LLP and Effie Toshav and Ethan Skerry of Fenwick & West LLP are serving as legal advisors. Jefferies LLC also provided financial advice to KalVista.
