Novartis Commences Tender Offer To Acquire Regulus Therapeutics For Up To $14/Share Including CVR

Novartis has formally launched a tender offer through its indirect subsidiary, Redwood Merger Sub Inc., to acquire all outstanding shares of Regulus Therapeutics. Under the terms, Regulus shareholders will receive $7.00 in cash per share, plus a contingent value right (CVR) worth an additional $7.00, payable upon achieving a specified regulatory milestone. This offer follows the Merger Agreement signed on April 29, 2025, and is outlined in detail in the Offer to Purchase filed with the U.S. SEC on May 27, 2025.

The offer is set to expire at 12:01 a.m. ET on June 25, 2025, unless extended or terminated earlier. The agreement is unaffected by financing, but depending on approvals and 50% selling of Regulus shares, it will be completed. The Regulus board believes it is best for shareholders to accept the offer and give their shares up for auction.

Innisfree M&A Inc. is the information agent, and Computershare Trust Company, N.A., is the depositary and paying agent for this transaction. Alternatively, contact Innisfree with any questions shareholders have. The acquisition aligns with Novartis’s strategy to expand in the RNA therapeutics space through a promising pipeline asset.