M&A - Regulus Therapeutics Inc.

Form Type: SC 14D9

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925052756

Filing Summary: Regulus Therapeutics Inc. is subject to a tender offer initiated by Redwood Merger Sub Inc., an indirect wholly owned subsidiary of Novartis AG. The offer consists of purchasing all outstanding shares of Regulus for $7.00 per share in cash, plus one contingent value right (CVR) representing the potential for an additional $7.00 payment upon achieving specific milestones related to the FDA approval of a new drug application for a treatment known as farabursen for autosomal dominant polycystic kidney disease. The completion of the tender offer and subsequent merger is contingent on various conditions, including obtaining a majority of shares and regulatory approvals. The offer is set to expire on June 24, 2025, unless extended. Upon successful completion, the company will cease to be publicly traded and become an indirect wholly owned subsidiary of Novartis.

Form Type: SC14D9C

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525116180

Filing Summary: On May 9, 2025, Regulus Therapeutics Inc. filed a Solicitation/Recommendation Statement relating to the proposed acquisition of the company by Novartis AG and its wholly owned subsidiary, Redwood Merger Sub Inc. According to the Merger Agreement dated April 29, 2025, this statement outlines the context for the tender offer expected to be commenced by Novartis. The filing indicates that this communication is part of the preliminary materials regarding this acquisition and does not constitute an offer to purchase shares yet. Investors are advised to read the corresponding documents, which will include a tender offer statement and related materials, that will be filed with the SEC when available. The statement also discusses potential risks associated with the acquisition, including uncertainties in achieving the expected benefits and conditions for closing the transaction, as well as the need for regulatory approvals.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000162828025023872

Filing Summary: Regulus Therapeutics Inc. filed its quarterly report for the period ended March 31, 2025, indicating ongoing negotiations for a merger with Novartis AG. The report highlights various financial approaches and risks associated with the pending transaction, emphasizing that delays or failure to complete the merger could adversely affect the company’s business. Regulus anticipates the necessity of raising additional capital to continue development efforts for its product candidates and to maintain operations. The company noted significant losses since inception, reflecting a net loss of $9.6 million for the quarter and indicating ongoing liquidity challenges. As of the filing date, Regulus had approximately $49.5 million in cash and cash equivalents. The risk factors discussed delineate potential operational challenges, reliance on collaborations, and regulatory hurdles. This update underscores the company's current financial state and the pivotal impact of the merger on its future prospects.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525105845

Filing Summary: On April 29, 2025, Regulus Therapeutics Inc. entered into an Agreement and Plan of Merger with Novartis AG and Redwood Merger Sub Inc. to conduct a cash tender offer to acquire all outstanding shares of Regulus' common stock for $7.00 per share, plus one contingent value right (CVR) per share. The Board of Directors unanimously approved the merger, determining it to be in the best interest of stockholders. The offer will initially expire twenty business days after commencement and may be extended under certain conditions. Following the acceptance of shares, Merger Sub will merge with Regulus, with certain stock options and equity awards being converted into cash and CVRs. Additionally, amendments were made to employment agreements of named executive officers regarding severance benefits in connection with a change in control. Transaction bonuses of $750,000 for the CEO and $350,000 for other NEOs were approved, contingent upon the closing of the merger. A press release regarding the merger was issued on April 30, 2025.