Novartis commences tender offer to acquire Regulus Therapeutics
Novartis announced that Redwood Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (Purchaser), has commenced a tender offer to acquire all of the outstanding shares of common stock (par value $0.001 per share) of Regulus Therapeutics Inc., a Delaware corporation.
The offer includes:
$7.00 in cash per Share, subject to any applicable withholding and without interest, and
One contingent value right (CVR) per Share, entitling the holder to receive an additional $7.00 in cash, contingent upon the achievement of a regulatory milestone.
Offer Documents and Merger Agreement
The offer is being made under the terms and subject to the conditions outlined in the:
Offer to Purchase, dated May 27, 2025
Letter of Transmittal
Agreement and Plan of Merger, dated April 29, 2025, among Novartis, Purchaser, and Regulus
Key Dates and Deadlines
Expiration Time
The offer will expire at one minute past 11:59 p.m. (New York City time) on June 24, 2025, unless extended or earlier terminated (the “Expiration Time”).
Extension Notifications
Any extension, delay, termination, or amendment of the Offer will be announced as promptly as possible. In the case of an extension, an announcement will be made no later than 9:00 a.m. Eastern time on the business day after the previously scheduled Expiration Time.
SEC Filings and Board Recommendation
Novartis SEC Filing
Novartis filed a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC). This includes theOffer to Purchase, which outlines the full terms and conditions of the Offer.
Regulus SEC Filing and Recommendation
Regulus filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC. This filing includes a recommendation from Regulus’s Board of Directors urging stockholders to accept the Offer and tender their Shares.
Conditions of the Offer
Customary Regulatory and Tender Conditions
Purchaser’s obligation to buy validly tendered (and not withdrawn) Shares is subject to:
Expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
At least one more Share than 50% of the total outstanding Shares being validly tendered and not withdrawn (including those already owned by Novartis, Purchaser, or their subsidiaries).
Support Services and Contact Information
Information Agent
Innisfree M&A Incorporated is acting as the Information Agent for Purchaser.
Depositary and Paying Agent
Computershare Trust Company, N.A. is serving as the Depositary and Paying Agent.
Contact Details for Stockholders
Stockholders with questions or in need of documents related to the Offer may contact Innisfree M&A Incorporated:
Toll-free (U.S./Canada): (877) 800-5186
International: +1 (412) 232-3651
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