Neurocrine Biosciences to Acquire Soleno Therapeutics for $2.9 Billion in Cash at $53.00 Per Share

summarizeSummary

Soleno Therapeutics has entered into a definitive merger agreement to be acquired by Neurocrine Biosciences for $53.00 per share in cash, valuing the company at approximately $2.9 billion. The acquisition, unanimously recommended by Soleno's Board, will integrate VYKAT XR into Neurocrine's portfolio.

check_boxKey Events

• Definitive Merger Agreement Signed

  Soleno Therapeutics entered into an Agreement and Plan of Merger with Neurocrine Biosciences, Inc. and its subsidiary, Sigma Merger Sub, Inc., on April 5, 2026.

• Cash Tender Offer at Significant Premium

  Neurocrine will commence a cash tender offer to acquire all outstanding shares of Soleno common stock at a price of $53.00 per share. This represents a premium of approximately 34% to Soleno's closing share price on April 2, 2026, and 51% to its 30-day volume-weighted average price.

• Total Transaction Value

  The acquisition is valued at approximately $2.9 billion in total equity.

• Board Recommendation and Shareholder Support

  Soleno's Board of Directors unanimously recommends that stockholders accept the offer. Principal stockholders, Anish Bhatnagar and James Mackaness, holding approximately 1.01% of outstanding shares, have entered into Tender and Support Agreements to tender their shares.

auto_awesomeAnalysis

This 8-K filing announces a definitive agreement for Neurocrine Biosciences to acquire Soleno Therapeutics for $53.00 per share in cash, representing a total transaction equity value of $2.9 billion. This is a highly significant event for Soleno shareholders, as the offer price represents a substantial premium over recent trading prices and the acquisition fundamentally alters the company's future. The unanimous recommendation by Soleno's Board and the tender and support agreements from principal stockholders underscore the strong internal backing for the deal. This transaction provides immediate and certain value to shareholders and integrates Soleno's key product, VYKAT XR, into a larger biopharmaceutical company with established commercial infrastructure, promising expanded reach for the therapy.