Regulus to be acquired by Novartis for $7.00 per share in cash

Regulus Therapeutics (RGLS) announced that it has entered into an agreement and plan of merger with Novartis AG (NVS) and an indirectly wholly owned subsidiary of Novartis, pursuant to which Novartis will acquire Regulus for an initial payment of $7.00 per share in cash at closing, or $0.8B. The upfront cash portion of the consideration represents a premium of 274% to Regulus’ 60-day volume-weighted average stock price and 108% to Regulus’ closing price on April 29, 2025. In addition, Regulus shareholders will receive a contingent value right providing for payment of $7.00 per share, contingent upon the achievement of a milestone with respect to regulatory approval of Regulus’ lead product candidate, farabursen. Total consideration including the CVR, if the milestone is achieved, would be approximately $1.7B. The transaction has been unanimously approved by the Boards of Directors of both companies. Completion of the transaction is expected in the second half of 2025, subject to the satisfaction or waiver of customary closing conditions, including the tender of shares representing at least a majority of the total number of Regulus’ outstanding shares, and other customary closing conditions and regulatory clearance. Until that time, Regulus will continue to operate as a separate and independent company.