Novartis arm commences tender offer to buy Regulus Therapeutics
Basel: Novartis has announced that Redwood Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis, has commenced a tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Regulus Therapeutics Inc., a Delaware corporation, in exchange for (i) $7.00 in cash per Share, subject to any applicable withholding and without interest thereon, plus (ii) one contingent value right (each, a “CVR”) per Share, representing the right to receive one contingent payment of $7.00 in cash, subject to any applicable withholding and without interest thereon, upon the achievement of a regulatory milestone.
Such offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 27, 2025, and the related Letter of Transmittal (together, the “Offer”) and pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of April 29, 2025 (the “Merger Agreement”), among Novartis, Purchaser and Regulus.
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 (such time, the “Expiration Time”). Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern time, on the business day after the previously scheduled Expiration Time.
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Purchaser’s obligation to purchase the Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) the expiration or termination of any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.
