Latham & Watkins Advises Regulus Therapeutics in Acquisition by Novartis AG
Regulus Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company focused on the discovery and development of innovative medicines targeting microRNAs, has announced that it has entered into an agreement and plan of merger with Novartis AG (Novartis) and an indirectly wholly owned subsidiary of Novartis, pursuant to which Novartis will acquire Regulus for an initial payment of US$7.00 per share in cash at closing, or US$800 million and a contingent value right (CVR) providing for payment of an additional US$7.00 per share, contingent upon the achievement of a milestone with respect to regulatory approval of Regulus’ lead product candidate, farabursen. The upfront cash portion of the consideration represents a premium of 274% to Regulus’ 60-day volume-weighted average stock price and 108% to Regulus’ closing price on April 29, 2025. Total consideration including the CVR, if the milestone is achieved, would be approximately US$1.7 billion. The transaction has been unanimously approved by the Boards of Directors of both companies.
Latham & Watkins LLP represents Regulus in the transaction with a deal team led by New York/Orange County partner Charles Ruck and Orange County partner Daniel Rees, with associates Dylan Towns, Bryan Warner, Amy Lutfi, Ashley Campfield, Kirstin Chubb, and Madeline Hodges. Advice was also provided on healthcare regulatory matters by Bay Area partner Betty Pang and Washington, D.C. counsel Chad Jennings; on executive compensation, employment, and benefits matters by Los Angeles/Orange County partner Michelle L.C. Carpenter, with associate Kayla Snyder;* on tax matters by Washington, D.C. partner Andrea Ramezan-Jackson, with associate Emmanuel Kassim; on data privacy matters by Bay Area partner Heather Deixler, with associate Kathryn Parsons-Reponte; on intellectual property matters by San Diego partner Steven Chinowsky and counsel Robert Yeh, with associate Kristina Funahashi; on CFIUS matters by Washington, D.C. partner Paul Rosen, with associate Asia Cadet; on anticorruption matters by Washington, D.C./London partner Nathan Seltzer; and on antitrust matters by Bay Area partner Joshua Holian, with associate Sabine Dahi.
*Admitted to practice in Massachusetts only.