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.

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