Novartis has agreed to acquire US-based Regulus Therapeutics and its oligonucleotide, farabursen, to bolster its renal disease offerings.
The upfront cash payment represents a significant premium over Regulus' recent stock prices and a contingent value right (CVR) tied to regulatory milestones.
Total consideration for the acquisition, including the CVR, could reach $1.7bn if the regulatory milestone is met. The transaction has received unanimous approval from both companies' boards of directors.
Novartis will commence a tender offer through an indirect wholly owned subsidiary to purchase all outstanding Regulus shares.
Shareholders of Regulus will receive $7 per share in cash on closure, along with the CVR worth up to an additional $7 per share, contingent upon regulatory approval of the therapy.
Post completion, Novartis plans to combine the acquiring subsidiary with Regulus, making it an indirect wholly owned subsidiary of the company.
Anticipated closure will take place in the second half of 2025, contingent on customary closing conditions, including the tender of a majority of Regulus’ common stock outstanding shares and necessary regulatory approvals.
Both companies will operate as independent entitiesuntil then.
Evercore is the exclusive financial advisor to Regulus, and Latham & Watkins is providing legal counsel.
Regulus' farabursen targets microRNA (miR)-17 with preferential kidney exposure and is intended for treating autosomal dominant polycystic kidney disease (ADPKD).
The treatment decreases cyst growth and the size of the kidney, potentially delaying ADPKD's severity.
In March 2025, Regulus completed its Phase Ib multiple-ascending dose trial of the therapy, demonstrating safety and clinical efficacy.
Novartis Development president and chief medical officer Shreeram Aradhye stated: "With limited treatment options currently available for patients suffering from ADPKD, farabursen represents a potential first-in-class medicine with a profile that may provide enhanced efficacy, tolerability and safety versus standard of care.”
In February 2025, Novartis agreed to acquire Anthos Therapeutics, a Boston-based clinical-stage biopharmaceutical company, for an upfront payment of $925m.
