Neurocrine Biosciences Commences Tender Offer to Acquire Soleno Therapeutics for $53.00 Per Share in Cash

summarizeSummary

Neurocrine Biosciences has formally launched its tender offer to acquire Soleno Therapeutics for $53.00 per share in cash, a transaction valued at approximately $2.88 billion, with Soleno's board recommending shareholders tender their shares.

check_boxKey Events

• Tender Offer Commenced

  Sigma Merger Sub, a subsidiary of Neurocrine Biosciences, has formally commenced its tender offer to acquire all outstanding shares of Soleno Therapeutics for $53.00 per share in cash. The offer is set to expire on May 15, 2026.

• Acquisition Terms Finalized

  The acquisition is valued at approximately $2.88 billion, with the offer price of $53.00 per share representing a premium to Soleno's pre-announcement trading price. The offer is not subject to a financing condition.

• Board Recommends Tender

  Soleno's board of directors has unanimously determined the merger agreement and tender offer are advisable and in the best interest of stockholders, recommending they accept the offer and tender their shares.

• Insider Support for Acquisition

  Soleno's CEO and Chairman, Anish Bhatnagar, and former CFO, James Mackaness, have entered into Tender and Support Agreements, committing to tender their approximately 1.00% aggregate holdings of outstanding shares.

auto_awesomeAnalysis

This SC TO-T filing formally commences the tender offer by Neurocrine Biosciences to acquire Soleno Therapeutics, following the definitive merger agreement announced on April 6, 2026. The offer price of $53.00 per share in cash represents a significant premium to Soleno's stock price prior to the initial merger announcement. The total transaction value of approximately $2.88 billion signifies a complete acquisition, which will result in Soleno becoming a wholly-owned subsidiary of Neurocrine Biosciences and its shares being delisted from Nasdaq. The Soleno board's recommendation to tender shares and the support agreements from key executives underscore the likelihood of the deal's completion, providing a clear exit for shareholders at a favorable valuation.