Novartis Announces Commencement of Tender Offer to Acquire Regulus Therapeutics

Novartis has officially commenced a tender offer to acquire all outstanding shares of Regulus Therapeutics Inc., a San Diego-based biopharmaceutical company specializing in microRNA-targeted therapies. The offer is being made through Redwood Merger Sub Inc., an indirect wholly owned subsidiary of Novartis. Under the terms of the agreement, Regulus shareholders will receive $7.00 in cash per share, along with one contingent value right (CVR) per share. The CVR entitles holders to an additional $7.00 in cash if a specified regulatory milestone is achieved, bringing the potential total consideration to $14.00 per share.

This acquisition values Regulus at approximately $800 million upfront, with the total deal potentially reaching $1.7 billion if the milestone is met. The $7.00 per share offer represents a significant premium—108% over Regulus’s closing price on April 29, 2025, and 274% over its 60-day volume-weighted average price. The transaction has been unanimously approved by the boards of both companies and is expected to close in the second half of 2025, subject to customary closing conditions, including the tender of a majority of Regulus’s outstanding shares and regulatory clearance.

At the center of this deal is Regulus’s lead candidate, farabursen, an oligonucleotide therapy targeting autosomal dominant polycystic kidney disease (ADPKD), a rare genetic disorder and a leading cause of renal failure. The CVR payment is contingent upon the regulatory approval of farabursen, highlighting its strategic importance to Novartis’s expanding oligonucleotide and renal disease pipeline.

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