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30 Apr, 2025
Regulus Therapeutics Inc., a biopharmaceutical company dedicated to developing innovative therapies targeting microRNAs, today announced it has entered into a definitive merger agreement with Novartis AG and a wholly owned subsidiary of Novartis. Under the terms of the agreement, Novartis will acquire Regulus for an upfront payment of $7.00 per share in cash at closing, valuing the transaction at approximately $800 million. This upfront offer represents a 274% premium over Regulus’ 60-day volume-weighted average share price and a 108% premium over its closing share price on April 29, 2025. In addition, Regulus shareholders will be entitled to a contingent value right of $7.00 per share, payable upon the achievement of a regulatory milestone for Regulus’ lead candidate, farabursen. If the milestone is met, the total transaction value would be approximately $1.7 billion. The Boards of Directors of both companies have unanimously approved the transaction.
We are thrilled to join forces with Novartis to potentially deliver farabursen to patients with ADPKD, a population with very limited treatment options, said Jay Hagan, CEO of Regulus Therapeutics. Novartis global expertise in drug development and commercialization will help ensure this important therapy reaches those in need, pending approval. I’m deeply proud of our team’s accomplishments and grateful to the patients, investigators, and the ADPKD community who have supported our progress to this pivotal stage.”
With farabursen, we see the potential for a first-in-class treatment offering improved efficacy, tolerability, and safety compared to current therapies for ADPKD, the leading genetic cause of renal failure globally, said Shreeram Aradhye, President, Development and Chief Medical Officer of Novartis. The foundational work by the Regulus team has been impressive, and we’re eager to further evaluate farabursen’s potential as we strive to bring better treatment options to these patients.
The transaction is expected to close in the second half of 2025, subject to customary closing conditions, including the tender of a majority of Regulus’ outstanding shares and regulatory approvals. Until the closing, Regulus will continue to operate independently.
Evercore is serving as exclusive financial advisor to Regulus, and Latham & Watkins LLP is acting as legal counsel.