Tourmaline Bio Enters into Agreement to be Acquired by Novartis AG
Tourmaline Bio (NASDAQ: TRML) has entered into a definitive merger agreement with Novartis AG in a deal valued at approximately $1.4 billion. Under the agreement, Novartis will acquire Tourmaline for $48.00 per share in cash, representing a 59% premium to Tourmaline's last closing price and a 127% premium to its 60-day volume-weighted average.
The acquisition centers on Tourmaline's lead asset pacibekitug, a long-acting anti-IL-6 monoclonal antibody with potential best-in-class properties for treating cardiovascular diseases. The transaction, unanimously approved by both companies' boards, is expected to close in Q4 2025, subject to customary conditions including regulatory approvals and tender of majority shares.
Tourmaline Bio (NASDAQ: TRML) ha siglato un accordo definitivo di fusione con Novartis AG per un valore complessivo di circa 1,4 miliardi di dollari. In base all'intesa, Novartis acquisirà Tourmaline a 48,00 $ per azione in contanti, pari a un premio del 59% rispetto all'ultimo prezzo di chiusura della società e a un premio del 127% rispetto alla media ponderata per volume a 60 giorni.
L'acquisizione è focalizzata sul principale prodotto di Tourmaline, pacibekitug, un anticorpo monoclonale anti-IL-6 a lunga durata d'azione con potenziali qualità best-in-class per il trattamento delle malattie cardiovascolari. L'operazione, approvata all'unanimità dai consigli di amministrazione di entrambe le società, dovrebbe concludersi nel quarto trimestre 2025, subordinatamente alle consuete condizioni, inclusi i nulla osta regolamentari e la presentazione in tender della maggioranza delle azioni.
Tourmaline Bio (NASDAQ: TRML) ha firmado un acuerdo definitivo de fusión con Novartis AG en una operación valorada en aproximadamente 1.400 millones de dólares. Según el acuerdo, Novartis adquirirá Tourmaline por 48,00 $ por acción en efectivo, lo que representa un 42% de prima —correction: original says 59%— a un 59% de prima sobre el último precio de cierre de Tourmaline y un 127% de prima sobre su media ponderada por volumen a 60 días.
La adquisición se centra en el activo principal de Tourmaline, pacibekitug, un anticuerpo monoclonal anti-IL-6 de larga duración con potencial para ser de los mejores en su clase en el tratamiento de enfermedades cardiovasculares. La transacción, aprobada por unanimidad por las juntas directivas de ambas compañías, se espera que se cierre en el cuarto trimestre de 2025, sujeta a las condiciones habituales, incluidos los permisos regulatorios y la oferta de la mayoría de las acciones en el proceso de opa/tender.
Tourmaline Bio (NASDAQ: TRML)가 Novartis AG와 약 14억 달러 규모의 확정 합병 계약을 체결했습니다. 이 계약에 따라 노바티스는 Tourmaline의 주식을 현금으로 주당 48.00달러에 인수하며, 이는 Tourmaline의 최근 종가 대비 59% 프리미엄, 60일 거래량 가중 평균 대비 127% 프리미엄에 해당합니다.
이번 인수는 주요 파이프라인인 pacibekitug에 초점이 맞춰져 있으며, 이는 심혈관 질환 치료에 있어 잠재적으로 빼어난 효능을 가진 장기 지속형 항-IL-6 단클론항체입니다. 양사 이사회가 만장일치로 승인한 이 거래는 규제 승인 및 과반수 주식 제출 등 통상적인 조건 충족을 전제로 2025년 4분기에 완료될 것으로 예상됩니다.
Tourmaline Bio (NASDAQ: TRML) a conclu un accord définitif de fusion avec Novartis AG dans une opération évaluée à environ 1,4 milliard de dollars. Conformément à l'accord, Novartis acquerra Tourmaline pour 48,00 $ par action en espèces, ce qui représente une prime de 59% par rapport au dernier cours de clôture de Tourmaline et une prime de 127% par rapport à sa moyenne pondérée par les volumes sur 60 jours.
Le rachat porte sur l'actif principal de Tourmaline, pacibekitug, un anticorps monoclonal anti-IL-6 à action prolongée présentant un potentiel best-in-class pour le traitement des maladies cardiovasculaires. La transaction, approuvée à l'unanimité par les conseils d'administration des deux sociétés, devrait être finalisée au 4e trimestre 2025, sous réserve des conditions habituelles, y compris les autorisations réglementaires et la remise de la majorité des actions dans le cadre d'une offre.
Tourmaline Bio (NASDAQ: TRML) hat eine endgültige Fusionsvereinbarung mit Novartis AG geschlossen, die mit rund 1,4 Milliarden US-Dollar bewertet wird. Im Rahmen der Vereinbarung wird Novartis Tourmaline zum Preis von 48,00 $ pro Aktie in bar übernehmen, was einem Aufschlag von 59% gegenüber dem letzten Schlusskurs von Tourmaline und einem Aufschlag von 127% gegenüber dem 60-Tage-volumengewichteten Durchschnitt entspricht.
Die Übernahme konzentriert sich auf Tourmalines Leitwirkstoff pacibekitug, einen langwirksamen Anti-IL-6-Monoklonalen Antikörper mit potenziell best-in-class Eigenschaften zur Behandlung von Herz-Kreislauf-Erkrankungen. Die von beiden Vorständen einstimmig gebilligte Transaktion soll voraussichtlich im 4. Quartal 2025 abgeschlossen werden, vorbehaltlich üblicher Bedingungen wie behördlicher Genehmigungen und dem Tenderangebot einer Mehrheitsbeteiligung.
- All-cash acquisition at $48.00 per share, representing a significant 59% premium to last closing price
- Total equity value of approximately $1.4 billion, delivering strong shareholder returns
- Strategic fit with Novartis's cardiovascular portfolio and development capabilities
- Potential breakthrough therapy for cardiovascular inflammation with no current widely adopted alternatives
- Transaction completion subject to regulatory approvals and majority shareholder tender
- Shareholders will lose exposure to potential long-term value creation as an independent company
Insights
Novartis's $1.4B acquisition of Tourmaline Bio represents significant validation of pacibekitug's potential in cardiovascular inflammation treatment.
The $1.4 billion acquisition of Tourmaline Bio by Novartis at $48.00 per share represents a substantial 59% premium to Tourmaline's closing price and an even more impressive 127% premium to its 60-day volume-weighted average. This premium signals Novartis's strong conviction in pacibekitug, Tourmaline's anti-IL-6 monoclonal antibody targeting cardiovascular inflammation.
This transaction highlights the growing recognition of inflammation's role in cardiovascular disease progression. While anti-inflammatory approaches for cardiovascular disease have shown promise in trials like CANTOS, widespread clinical adoption has been limited. Pacibekitug targets IL-6, a key inflammatory cytokine, with a potentially differentiated mechanism that could address residual inflammatory risk in atherosclerotic cardiovascular disease (ASCVD).
For Novartis, this acquisition aligns with their established presence in cardiovascular, renal, and metabolic diseases. The company clearly sees pacibekitug as a strategic asset that complements their existing portfolio while diversifying their cardiovascular pipeline beyond traditional lipid-lowering or antithrombotic approaches.
The timing of this acquisition is particularly strategic as it allows Novartis to secure a promising late-stage asset before potential positive clinical readouts could significantly increase Tourmaline's valuation. With the deal expected to close in Q4 2025 pending regulatory approvals, Novartis gains a potential first-in-class therapy addressing an unmet need in cardiovascular medicine.
– Novartis to acquire Tourmaline Bio for
– Transaction reflects the potential of Tourmaline’s pacibekitug, a long-acting, fully-human, anti-IL-6 monoclonal antibody with best-in-class potential, for the treatment of cardiovascular diseases –
– Transaction is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions –
NEW YORK, Sept. 09, 2025 (GLOBE NEWSWIRE) -- Tourmaline Bio, Inc. (“Tourmaline”) (NASDAQ: TRML), a late-stage clinical biotechnology company developing transformative medicines that establish new standards of care for patients with life-altering inflammatory and immune diseases, today announced that it has entered into a merger agreement with Novartis AG (“Novartis”), pursuant to which Novartis will acquire Tourmaline for
“Our mission at Tourmaline has been to establish new standards of care in areas of high unmet medical need, and today’s transaction announcement both underscores our commitment to that focus and also delivers compelling shareholder value,” said Sandeep Kulkarni, MD, Co-Founder and Chief Executive Officer of Tourmaline. “We are thrilled that Novartis, a company with deep roots and a commitment to innovation in the cardiovascular, renal, and metabolic disease space, will continue to advance this mission. Novartis shares our conviction in the critical, but largely unaddressed, role of inflammation in driving cardiovascular diseases and will be an ideal partner to accelerate the development of pacibekitug. I want to extend my heartfelt thanks to our Tourmaline colleagues and advisors for their dedication and hard work, as well as to our investigators and clinical trial participants who have helped expand our understanding of cardiovascular inflammation.”
“With no widely adopted anti-inflammatory therapies currently available for cardiovascular risk reduction, pacibekitug represents a potential breakthrough in addressing residual inflammatory risk in ASCVD with a differentiated mechanism of action targeting IL-6,” said Shreeram Aradhye, President, Development and Chief Medical Officer, Novartis. “Inflammation is a major driver of cardiovascular disease, and the team at Tourmaline has made significant progress with this asset. We are excited to bring pacibekitug into the Novartis portfolio and collaborate with the Tourmaline team to advance its development as we diversify our efforts in cardiovascular care.”
Transaction Details:
Under the terms of the merger agreement, a subsidiary of Novartis will commence a tender offer to acquire all of Tourmaline's outstanding shares for a price of
Completion of the transaction is expected in the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions. Until that time, Tourmaline will continue to operate as a separate and independent company.
Leerink Partners is serving as exclusive financial advisor to Tourmaline, and Cooley LLP is serving as legal counsel to Tourmaline.
About Pacibekitug:
Pacibekitug is a long-acting, fully-human, anti-IL-6 monoclonal antibody with best-in-class potential and differentiated properties, including a naturally long half-life, low immunogenicity, and high binding affinity to IL-6. Pacibekitug has been previously studied in approximately 450 participants, including patients with autoimmune disorders, across six completed clinical trials.
About Tourmaline:
Tourmaline is a late-stage clinical biotechnology company driven by its mission to develop transformative medicines that establish new standards of care for patients with life-altering inflammatory and immune diseases. Tourmaline’s lead asset is pacibekitug. For more information about Tourmaline and pacibekitug, please visit https://www.tourmalinebio.com or follow us on LinkedIn, X or Bluesky.
Forward-Looking Statements:
This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Tourmaline and Novartis, including statements relating to the ability to complete and the timing of completion of the transactions contemplated by the Agreement and Plan of Merger dated as of September 8, 2025 by and among Tourmaline, Novartis, and the other parties thereto (the “Merger Agreement”), including the anticipated occurrence, manner and timing of the proposed tender offer, the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the subsequent merger set forth in the Merger Agreement, the possibility of any termination of the Merger Agreement, and the prospective benefits of the proposed transaction, and other statements that are not historical facts. The forward-looking statements contained in this communication are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as “may,” “will,” “would,” “could,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “seek,” “should,” “strategy,” “future,” “opportunity,” “potential” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer; uncertainties as to how many of Tourmaline’s stockholders will tender their stock in the offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the possibility that the transaction does not close; risks related to the parties’ ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period and that Tourmaline and Novartis will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the effects of the transaction on relationships with employees, suppliers, manufacturers, other business partners or governmental entities; negative effects of this announcement or the consummation of the proposed transaction on the market price of Tourmaline’s common stock and/or Tourmaline’s operating results; significant transaction costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; Novartis’s ability to fund the proposed transaction; the time-consuming and uncertain regulatory approval process; the uncertainties inherent in the costly and time-consuming therapeutic product development process and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating or completing clinical trials and assessing patients; global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to the parties’ business operations and financial results; the sufficiency of the parties’ cash flows and capital resources; the parties’ ability to achieve targeted or expected future financial performance and results and the uncertainty of future tax, accounting and other provisions and estimates; and other risks and uncertainties affecting Tourmaline, including those described from time to time under the caption “Risk Factors” and elsewhere in Tourmaline’s filings and reports with the U.S. Securities and Exchange Commission (the “SEC”), including Tourmaline’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as well as the Tender Offer Statement on Schedule TO and related tender offer documents to be filed by Novartis and its acquisition subsidiary, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Tourmaline. Any forward-looking statements are made based on the current beliefs and judgments of Tourmaline’s and Novartis’s management, and the reader is cautioned not to rely on any forward-looking statements made by Tourmaline or Novartis. Except as required by law, Tourmaline and Novartis do not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events, or otherwise.
Important Information about the Tender Offer and Where to Find It:
The tender offer (the “Offer”) for Tourmaline outstanding common stock referred to in this communication has not yet commenced. The description contained in this communication is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of common stock of Tourmaline or any other securities, nor is it a substitute for the tender offer materials that Novartis and its acquisition subsidiary will file with the SEC. The solicitation and offer to purchase Tourmaline’s common stock will only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, Novartis and its acquisition subsidiary will file a tender offer statement on Schedule TO and thereafter Tourmaline will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. ANY HOLDERS OF TOURMALINE SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The offer to purchase, the letter of transmittal, the solicitation/recommendation statement and related offer documents will be made available for free at the SEC’s website at www.sec.gov. Copies of those offer documents and all other documents filed by Novartis and its acquisition subsidiary and Tourmaline will be made available at no charge by directing a request to the information agent for the Offer, which will be named in the Schedule TO to be filed with the SEC. Copies of the solicitation/recommendation statement on Schedule 14D-9 to be filed with the SEC by Tourmaline will be available free of charge on Tourmaline’s investor relations website at https://ir.tourmalinebio.com/.
In addition, Tourmaline files annual, quarterly and current reports and other information with the SEC, which are also made available free of charge on the Company’s investor relations website at https://ir.tourmalinebio.com/ and at the SEC’s website at www.sec.gov.
Media Contact:
Adam Silverstein
Scient PR
adam@scientpr.com
Investor Contact:
Ryan Robinson
Chief Financial Officer
rrobinson@tourmalinebio.com
FAQ
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