Novartis commences tender offer to buy Tourmaline Bio
Basel: Novartis has announced that Torino 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 $0.0001 per share (the “Shares”), of Tourmaline Bio, Inc., a Delaware corporation, at a price of $48 per Share, in cash, without interest and subject to any applicable withholding.
Such offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 29, 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 September 8, 2025 (the “Merger Agreement”), among Novartis, Purchaser and Tourmaline.
The Offer will expire at one minute following 11:59 p.m., New York City Time, on October 27, 2025, unless the Offer is otherwise extended (such date or subsequent date to which the expiration of the Offer is extended in accordance with the terms of the Merger Agreement, the “Expiration Date”) or earlier terminated in accordance with the Merger Agreement. 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., New York City Time, on the business day after the previously scheduled Expiration Date.
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.
Tourmaline filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC, which includes, among other things, the recommendation of Tourmaline’s board of directors that Tourmaline’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Purchaser’s obligation to purchase the Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) the expiration or termination of any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 any 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 Date a number of Shares that, together with any Shares then owned by Novartis or any of its direct or indirect wholly owned subsidiaries, represents at least a majority of Shares outstanding at the time of expiration of the Offer. 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.
