Tender Offer - NOVARTIS AG
Form Type: SC TO-T/A
Filing Date: 2025-06-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925060052
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO regarding the acquisition of Regulus Therapeutics Inc. by Redwood Merger Sub Inc., a wholly owned subsidiary of Novartis AG. The amendment updates information related to the tender offer, which proposes to acquire all outstanding shares of Regulus Therapeutics' common stock for $7.00 in cash per share, plus one contingent value right (CVR) per share. The CVR entitles shareholders to receive an additional payment of $7.00 in cash upon the achievement of specific milestones as defined in the CVR Agreement. The amendment also addresses ongoing litigation against Regulus Therapeutics, including the Saini Complaint filed by a purported stockholder alleging inadequate disclosures related to the offer and seeking to enjoin the transaction. Additional complaints have been filed in New York alleging similar concerns. The amendment clarifies that Novartis AG intends to continue the offer despite the pending litigation.
Additional details:
Sec Type: Third-party offer subject to Rule 14d-1
Tender Offer Price: $7.00
Contingent Value Rights: $7.00 contingent payment upon milestone achievement
Form Type: SC TO-T
Filing Date: 2025-05-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925052701
Filing Summary: Novartis AG, through its wholly owned subsidiary Redwood Merger Sub Inc., is filing a Tender Offer Statement to acquire all outstanding shares of common stock of Regulus Therapeutics Inc. for a cash price of $7.00 per share, along with a contingent value right that entitles shareholders to a potential additional payment of $7.00 upon the achievement of specified milestones. The offer is pursuant to the Agreement and Plan of Merger dated April 29, 2025, and reflects a strategic move by Novartis to enhance its portfolio in the biotechnology sector. The Statement includes sections detailing the terms of the offer, the background of the merger, and tax implications for shareholders. It also specifies that as of May 22, 2025, Regulus had approximately 75.6 million shares outstanding, alongside various stock option grants and convertible securities.
Additional details:
Title Of Class: Common Stock
Cusip Number: 75915K309
Offer Price: $7.00
Contingent Value Rights: one CVR per share
Milestone Payment: $7.00
Principal Executive Office: 4224 Campus Point Court, Suite 210, San Diego, California 92121
Company Phone: (858) 202-6300
Form Type: SC TO-C
Filing Date: 2025-04-30
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925042639
Filing Summary: Novartis AG, through its wholly owned subsidiary Redwood Merger Sub Inc., has filed a Tender Offer Statement with the SEC regarding its planned acquisition of all outstanding shares of Regulus Therapeutics Inc. This filing comes as part of an Agreement and Plan of Merger dated April 29, 2025. The tender offer is for all shares of Regulus's common stock, with the date of commencement not yet specified. The document indicates that further materials will be available when the offer is formally initiated. Importantly, this tender offer is characterized as a third-party tender offer subject to Rule 14d-1, and investors are advised to consult the upcoming tender offer materials and solicitation/recommendation statements for complete information. Several forward-looking statements are included regarding the potential success of the acquisition and related risks, including regulatory approvals and market conditions. The overall communication provides a framework for investors to understand the impending acquisition efforts by Novartis.
Additional details:
Subject Company: Regulus Therapeutics Inc.
Offeror: Redwood Merger Sub Inc.
Agreement Date: 2025-04-29
Securities Title: Common Stock
Cusip Number: 75915K309
Contact Name: Karen L. Hale
Contact Address: Lichstrasse 35 CH-4056 Basel Switzerland
Contact Phone: +41-61-324-1111
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