Novartis closes tender offer for Regulus; holders get $7.00 cash plus $7.00 CVR

Regulus Therapeutics Inc.

Tender offer expired June 24 with 74.49% shares tendered; merger completed June 25.
Shareholders receive $7.00 cash per share plus a CVR that could pay $7.00 if U.S. regulatory approval for ADPKD achieved.
Regulus stock will be delisted from Nasdaq effective June 25.
All prior directors and officers removed; replaced by Novartis appointees John McKenna and Eduard Marti.
Charter and bylaws amended and restated; company becomes Novartis subsidiary.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Regulus Therapeutics Inc.: Amended and restated bylaws in connection with merger (effective 2025-06-25).

Change: bylaw amendment
Effective: 2025-06-25

Exact text from the filing

Pursuant to the terms of the Merger Agreement, on June 25, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Regulus Therapeutics Inc.: Amended and restated certificate of incorporation in connection with merger (effective 2025-06-25).

Change: charter amendment
Effective: 2025-06-25

Exact text from the filing

Pursuant to the terms of the Merger Agreement, on June 25, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

View on SEC.gov

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Source: SEC EDGAR

accession 0001104659-25-062408

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