Novartis has launched a tender offer to acquire Regulus Therapeutics Inc. through its wholly owned subsidiary Redwood Merger Sub Inc., offering shareholders $7.00 per share in cash plus contingent value rights that could provide an additional $7.00 payment upon reaching a regulatory milestone.
The Swiss pharmaceutical giant announced the commencement of the tender offer on May 27, 2025, pursuant to a merger agreement signed on April 29, 2025. The offer represents a unique structure combining immediate cash payment with potential future value tied to regulatory achievements.
Deal Structure and Timeline
Under the terms of the offer, Regulus shareholders will receive $7.00 in cash per share plus one contingent value right (CVR) per share. Each CVR represents the right to receive an additional $7.00 cash payment upon achievement of an unspecified regulatory milestone, subject to applicable withholding and without interest.
The tender offer is scheduled to expire at one minute past 11:59 p.m., New York City time, on June 24, 2025, unless extended or terminated earlier. Any modifications to the offer timeline will be announced publicly, with extension announcements made no later than 9:00 a.m. Eastern time on the business day following the previously scheduled expiration.
Regulatory Approvals and Conditions
The acquisition is subject to several customary conditions, including the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Additionally, Novartis must secure valid tenders representing more than 50% of Regulus' outstanding shares, combined with any shares already owned by Novartis or its subsidiaries.
Notably, the offer is not subject to a financing condition, indicating Novartis has secured the necessary funding for the transaction.
Board Recommendation and Regulatory Filings
Regulus Therapeutics' board of directors has recommended that stockholders accept the tender offer and tender their shares to Novartis' subsidiary. This recommendation was included in the company's solicitation/recommendation statement filed on Schedule 14D-9 with the Securities and Exchange Commission.
Novartis has filed a tender offer statement on Schedule TO with the SEC, which contains the complete terms and conditions of the offer. These filings provide transparency and regulatory compliance for the proposed acquisition.
Transaction Support Services
Innisfree M&A Incorporated is serving as the information agent for the tender offer, while Computershare Trust Company, N.A. is acting as both depositary and paying agent. Stockholders with questions about the offer can contact Innisfree at (877) 800-5186 toll-free from the United States or Canada, or +1 (412) 232-3651 from other locations.
