Neurocrine to acquire Soleno Therapeutics for $53.00 per share in cash

NEUROCRINE BIOSCIENCES INC

Tender offer for all Soleno shares at $53.00 cash each; no financing condition.
Offer requires >50% shares tendered, HSR clearance, no material adverse effect.
Termination fees: Soleno pays $95.25M for superior proposal; Neurocrine pays $141.5M for antitrust failure.
Soleno board recommends tender; CEO and former CFO (1.01% combined) signed support agreements.
Deal structured as tender offer followed by merger under Section 251(h) of DGCL.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEUROCRINE BIOSCIENCES INC entered into Merger Agreement with Soleno Therapeutics, Inc. (effective 2026-04-05).

Action: entry
Agreement: merger
Counterparty: Soleno Therapeutics, Inc.
Effective: 2026-04-05

Exact text from the filing

On April 5, 2026, Neurocrine Biosciences, Inc., a Delaware corporation (“ Neurocrine ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Neurocrine, Sigma Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Neurocrine (“ Purchaser ”), and Soleno Therapeutics, Inc., a Delaware corporation (“ Soleno ”).

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Source: SEC EDGAR

accession 0001193125-26-142904

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