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Novartis announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with Novartis’ previously announced tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Regulus Therapeutics Inc. (“Regulus”), in exchange for (i) $7.00 in cash per Share, subject to any applicable withholding and without interest thereon, plus (ii) one contingent value right (each, a “CVR”) per Share, representing the right to receive one contingent payment of $7.00 in cash, subject to any applicable withholding and without interest thereon, upon the achievement of a regulatory milestone. The expiration of the HSR Act waiting period occurred at 11:59 p.m., New York City Time, on June 20, 2025.
Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 29, 2025 (the “Merger Agreement”), among Novartis, Redwood Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Purchaser”), and Regulus, including the tender offer and the subsequent merger, which remain subject to the condition that there be validly tendered and not validly withdrawn, immediately prior to the Expiration Time (as defined below) a number of Shares that, together with any Shares then owned by Novartis, Purchaser or any of their direct or indirect wholly owned subsidiaries, represents at least one more Share than 50% of the total number of all the outstanding Shares immediately prior to the Expiration Time. The offer will expire one minute past 11:59 p.m., New York City Time, on June 24, 2025, unless the tender offer is otherwise extended or earlier terminated (such time, the “Expiration Time”).
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