Novartis arm commences tender offer to buy Regulus Therapeutics

Novartis filed a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.

Regulus filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC, which includes, among other things, the recommendation of Regulus’s board of directors that Regulus’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

Purchaser’s obligation to purchase the Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) the expiration or termination of any waiting period and extensions thereof applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) there being validly tendered and not validly withdrawn in accordance with the terms of the Offer, immediately prior to the Expiration Time a number of Shares that, together with any Shares then owned by Novartis, Purchaser or any of their direct or indirect wholly owned subsidiaries, represents at least one more Share than 50% of the total number of all the outstanding Shares immediately prior to the Expiration Time. The Offer is not subject to a financing condition.

Innisfree M&A Incorporated is acting as information agent for Purchaser in the Offer. Computershare Trust Company, N.A. is acting as the depositary and paying agent in the Offer.