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Novartis AG has completed its acquisition of Tourmaline Bio, Inc. (NASDAQ:TRML), according to a statement released Tuesday. The transaction was carried out through a merger agreement dated September 8, 2025, under which Novartis , through its subsidiary Torino Merger Sub Inc., acquired all outstanding shares of Tourmaline Bio at $48.00 per share in cash, valuing the company at approximately $1.24 billion. According to InvestingPro data, the offer price represents a premium to Tourmaline’s Fair Value, reflecting the company’s strong financial health score of 2.71.
The tender offer for Tourmaline Bio shares commenced on September 29, 2025, and expired one minute after 11:59 p.m. Eastern Time on Monday. As of the offer’s expiration, 24,030,382 shares, representing approximately 92.94% of the outstanding shares, had been validly tendered and not withdrawn. All validly tendered shares were accepted for payment in accordance with the offer terms.
Following the tender offer, on Tuesday, Novartis completed the merger of its subsidiary into Tourmaline Bio, making the company an indirect wholly owned subsidiary. As a result, each remaining share of Tourmaline Bio common stock, other than excluded shares, was converted into the right to receive the $48.00 per share offer price in cash. The offer price was near Tourmaline’s 52-week high of $48.27, with the company maintaining a strong liquidity position evidenced by a current ratio of 24.68.
In connection with the merger, Tourmaline Bio requested the suspension and removal of its shares from trading on the Nasdaq Global Select Market as of Tuesday’s market open. The company also plans to file to deregister its shares and suspend its reporting obligations with the Securities and Exchange Commission.
As part of the transaction, all members of the Tourmaline Bio board of directors and several executive officers resigned, effective upon the merger’s completion. John McKenna and Eduard Marti, previously directors of the acquiring subsidiary, have become the directors of the surviving corporation, with McKenna appointed as president and Marti as vice president and treasurer.
The company’s certificate of incorporation and bylaws were amended and restated at the effective time of the merger. The funds for the acquisition were provided by Novartis and its affiliates.
This article is based on a press release statement filed with the Securities and Exchange Commission.
In other recent news, Novartis has announced its agreement to acquire Tourmaline Bio for approximately $1.4 billion, valuing the company at $48 per share. This acquisition focuses on Tourmaline’s IL-6-targeting antibody, pacibekitug, which is in late-stage development for addressing cardiovascular disease. Following this announcement, several analyst firms have adjusted their ratings for Tourmaline Bio. BMO Capital downgraded the stock from Outperform to Market Perform while raising the price target to $48.00. Jefferies also downgraded Tourmaline Bio from Buy to Hold and lowered its price target to $47.50. Similarly, Guggenheim shifted its rating from Buy to Neutral, considering the acquisition price fair. Wedbush followed suit by downgrading the stock from Outperform to Neutral with a price target of $48.00. These downgrades reflect the analysts’ views on the acquisition terms and the company’s future prospects.
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