Swiss drugmaker Novartis AG (NVS) entered a merger agreement on April 30, 2025, to acquire Regulus Therapeutics Inc. (RGLS) in a deal valued at $800 million.
Under the terms of the agreement, Novartis, through a subsidiary, will initiate a tender offer to acquire all of Regulus’ outstanding shares for a price of $7 per share in cash at closing, plus a non-tradeable CVR for an additional $7 per share in cash, payable upon the achievement of a specified milestone with respect to regulatory approval of farabursen. Total consideration, including the CVR, if the milestone is achieved, would be about $1.7 billion.
The cash consideration of $7 per share represents a premium of 107.72% from the stock’s last close.
Regulus is a biopharmaceutical company that develops new medicines by targeting microRNAs, with a focus on treating kidney diseases like Alport syndrome and polycystic kidney disease.
Novartis is a global healthcare company that researches, develops, and manufactures innovative medicines across areas like oncology, neuroscience, immunology, and cardiovascular health.
“We are excited to combine with Novartis to potentially bring farabursen to patients living with ADPKD, who currently have limited treatment options. Novartis’ established global development and commercial capabilities will enable this important new medicine to reach patients if approved,” said Jay Hagan, CEO of Regulus Therapeutics.
ADPKD (Autosomal Dominant Polycystic Kidney Disease) is a genetic disorder where fluid-filled cysts develop in the kidneys, leading to kidney enlargement and potentially kidney failure over time. It is the most common inherited kidney disease.
Upon completion of the tender offer, expected in the second half of 2025, a subsidiary of Novartis will merge with and into Regulus.
Evercore acted as financial advisor, and Latham & Watkins served as legal counsel to Regulus.
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Deal Metrics for the acquisition of Regulus Therapeutics Inc. (RGLS) by Novartis AG (NVS)
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Editor’s Note: Baranjot Kaur contributed to this article