M&A - NOVARTIS AG

Form Type: SC TO-T/A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062424

Filing Summary: This Amendment No. 3 to the Tender Offer Statement on Schedule TO details the results of the tender offer made by Redwood Merger Sub Inc., a wholly owned subsidiary of Novartis AG, to acquire all outstanding shares of Regulus Therapeutics Inc. The tender offer concluded at 11:59 p.m. on June 24, 2025, with a total of 56,374,397 shares (approximately 74.49% of the outstanding shares) being validly tendered. An additional 5,584,804 shares were subject to Notices of Guaranteed Delivery. Following the acceptance of the shares, a merger was executed on June 25, 2025, as permitted under Delaware General Corporation Law, without the need for a stockholder meeting or vote. The shares were delisted from Nasdaq on the same day, and Novartis AG plans to terminate the registration of the shares under the Exchange Act. Press releases regarding the tender offer and merger were issued by Novartis on June 25, 2025.