Neurocrine to acquire Soleno for $53.00/share in $2.9B all-cash transaction

SOLENO THERAPEUTICS INC

Deal price $53.00 per share; total equity value ~$2.9B; Soleno board recommends shareholders tender.
VYKAT XR generated $190M revenue in 2025, including $92M in Q4 2025; IP expected to extend to mid-2040s.
Conditions include tender of >50% of shares, HSR clearance, no material adverse effect, and customary representations.
Termination fee: $95.25M from Soleno under certain circumstances; $141.5M from Neurocrine if antitrust blocks deal.
Principal stockholders holding ~1.01% of shares have agreed to tender and vote in favor via support agreements.

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