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Novartis AG (SIX:NOVN) has completed its acquisition of Regulus Therapeutics Inc . (NASDAQ:RGLS), according to a press release statement filed with the Securities and Exchange Commission. The transaction was finalized Wednesday, with Regulus becoming an indirect wholly owned subsidiary of Novartis. The acquisition comes after an impressive run for Regulus, which saw its stock surge over 400% in the past six months, according to InvestingPro data, with the company maintaining a strong financial health score of 2.57 out of 5.
The acquisition followed a tender offer by Novartis’s indirect subsidiary, Redwood (NYSE:RWT) Merger Sub Inc., to purchase all outstanding Regulus shares at $7.00 per share in cash, plus one non-tradeable contingent value right (CVR) per share. The CVR entitles holders to a potential additional cash payment of $7.00 per share, contingent on the achievement of a specified milestone detailed in the CVR agreement.
The tender offer expired at 12:01 a.m. New York City time on Tuesday, with 56,374,397 shares—about 74.49% of outstanding shares—validly tendered and not withdrawn. Notices of guaranteed delivery were also received for an additional 5,584,804 shares, representing approximately 7.38% of outstanding shares. All conditions to the offer were met, and payment for the tendered shares will be made promptly.
Following the offer, Novartis completed a merger in which Redwood Merger Sub was merged into Regulus, with Regulus surviving as a subsidiary. Each remaining share of Regulus common stock, other than those already owned by Novartis or its affiliates and those with properly exercised appraisal rights, was converted into the right to receive the same offer price.
In connection with the merger, all outstanding Regulus stock options, restricted stock units, performance stock units, and warrants were either canceled for cash and CVRs or canceled without consideration, depending on their terms and exercise prices. All outstanding preferred shares were also converted into the right to receive the offer price and CVR.
With the completion of the merger, Regulus notified The Nasdaq Stock Market LLC of the transaction and requested delisting of its shares. Nasdaq is expected to file a Form 25 with the SEC to remove Regulus shares from listing, and trading is expected to be suspended before the market opens Wednesday.
As a result of the merger, all members of the Regulus board of directors and executive officers were removed from their positions. John McKenna and Eduard Marti, previously directors of Redwood Merger Sub, were appointed as directors and officers of Regulus.
This article is based on a press release statement filed with the SEC.
In other recent news, Regulus Therapeutics has entered into an acquisition agreement with Novartis, with the transaction valued at approximately $1.7 billion. This deal includes an initial payment of $0.8 billion, with the potential for an additional $0.9 billion contingent on regulatory milestones. The acquisition price of $7 per share in cash represents a significant premium over Regulus’s recent stock values. Additionally, Regulus shareholders may receive a contingent value right of $7 per share, depending on the approval of Regulus’s lead asset, farabursen, for treating autosomal dominant polycystic kidney disease (ADPKD) by the end of 2034.
The acquisition has been unanimously approved by both companies’ Boards of Directors and is expected to close in the second half of 2025, subject to customary closing conditions. Meanwhile, Leerink Partners downgraded Regulus’s stock rating from Outperform to Market Perform, despite raising the price target to $7.00 following the Novartis deal announcement. In other developments, Regulus reported a net loss per share of ($0.20) for the fourth quarter, slightly better than the expected ($0.21), with a cash position of $75.8 million to fund operations into early 2026. Wells Fargo (NYSE:WFC) analyst Yana Zhu upgraded Regulus from Equal Weight to Overweight, citing positive clinical updates and raising the price target from $3.00 to $6.00. These developments underscore the strategic importance of Regulus’s pipeline and its financial and clinical progress.
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