Chiesi to acquire KalVista (NASDAQ: KALV) in $1.9B cash tender offer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
KalVista Pharmaceuticals agreed to be acquired by Chiesi Group in an all-cash transaction. Chiesi will launch a tender offer to buy all outstanding KalVista shares for $27.00 per share, implying a total deal value of about $1.9 billion.
The offer is conditioned on a majority of shares being tendered, antitrust and foreign investment clearances, and customary accuracy, covenant and no–material-adverse-effect conditions. After the tender offer, a back-end merger under Section 251(h) of Delaware law will make KalVista a wholly owned Chiesi subsidiary.
KalVista’s board unanimously approved the merger agreement and recommends stockholders tender their shares. The agreement includes typical non-solicitation and fiduciary out provisions and a $66.4 million termination fee payable to Chiesi in specified circumstances. The parties expect closing in Q3 2026, subject to conditions.
Positive
- Premium all-cash takeout for shareholders: Chiesi will launch a tender offer to acquire all outstanding KalVista shares for $27.00 per share in cash, implying a total transaction value of approximately $1.9 billion and providing immediate liquidity.
Negative
- Deal completion risks and breakup fee: Closing depends on sufficient tenders, multiple regulatory clearances and no Material Adverse Effect; under specified circumstances, KalVista could owe Chiesi a $66.4 million termination fee if it terminates to accept a Superior Offer.
Insights
Chiesi’s $1.9B cash tender offers a premium exit for KalVista holders, but closing depends on regulatory and shareholder conditions.
The transaction gives KalVista shareholders a cash exit at $27.00 per share, valuing the company at about $1.9bn. Structuring the deal as a tender offer followed by a Section 251(h) merger streamlines closing once more than half of shares are tendered.
Key conditions include the “Minimum Condition” for share tenders, expiration or termination of Hart-Scott-Rodino waiting periods, and clearances in Germany and Italy. The merger agreement includes a $66.4M termination fee and standard non-solicitation with a fiduciary out for a Superior Offer, balancing deal certainty with flexibility.
Strategically, Chiesi gains EKTERLY (sebetralstat), which generated $49M in 2025 sales and is already approved in major markets. Chiesi expects sebetralstat to contribute meaningfully to its €6bn revenue target for 2030. Future filings will show whether closing occurs as targeted in Q3 2026.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Offer price: $27.00 per share
Transaction value: $1.9 billion
Termination fee: $66,400,000
+2 more
5 metrics
Offer price
$27.00 per share
Cash tender offer price for each KalVista common share
Transaction value
$1.9 billion
Approximate total value of Chiesi’s acquisition of KalVista at closing
Termination fee
$66,400,000
Fee payable by KalVista to Chiesi if terminated in specified scenarios
Sebetralstat 2025 sales
$49M
EKTERLY (sebetralstat) sales in 2025 following U.S. launch in July 2025
Chiesi 2030 revenue target
€6bn
Strategic revenue target for 2030 to which sebetralstat is expected to contribute
Key Terms
tender offer, Minimum Condition, Material Adverse Effect, Section 251(h), +2 more
6 terms
tender offer financial
"Parent has agreed to cause Purchaser to commence a tender offer (the “Offer”) to acquire all of the outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Minimum Condition financial
"represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the “Minimum Condition”);"
Material Adverse Effect financial
"there having not occurred any Material Adverse Effect; and (vi) other customary conditions"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
Section 251(h) regulatory
"resolved that the Merger shall be effected under Section 251(h) of the DGCL"
Section 251(h) is a provision in Delaware corporate law that lets a company complete a merger without holding a separate shareholder vote if a prior, qualifying tender offer already secured the required number of shares on the same terms. For investors, it matters because it shortens the timetable and reduces the risk that a merger will be blocked by a follow-up vote—think of it as a shortcut that finalizes a deal once enough stockholders have already agreed.
termination fee financial
"the Company will be required to pay Parent a termination fee of $66,400,000"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
forward-looking statements regulatory
"This communication contains forward-looking statements related to the Company, Parent, the Offer, the merger"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code: (857 )
999-0075
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Trading
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on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Chiesi
Farmaceutici S.p.A., an Italian società per azioni (“Parent”), Skyline Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and KalVista Pharmaceuticals Limited, a private limited company
organized under the laws of England and Wales. Capitalized terms used herein and not otherwise defined have the meaning set forth in the Merger Agreement.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, among other things, Parent has agreed to cause
Purchaser to commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company, par value $0.001 per share
(the “Shares”), other than the Excluded Shares and Dissenting Shares, for $27.00 per Share, net to the seller in cash, without interest and subject to any
withholding of Taxes (“Offer Price”).
The Merger Agreement provides that Purchaser will commence the Offer no later than 10 business days after the date of the Merger Agreement. The
Offer will expire at one minute after 11:59 p.m., Eastern Time, on the date that is 20 business days from the commencement date of the Offer, unless extended in accordance with the terms of the Merger Agreement.
The consummation of the Offer is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including (i) there
being validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its Affiliates, represent one more Share than 50% of the total number of Shares outstanding at the
time of the expiration of the Offer (the “Minimum Condition”); provided, however, that for purposes of determining whether the Minimum Condition has been
satisfied, the Parties shall exclude Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received” (as such term is defined in Section 251(h)(6)(f) of the DGCL); (ii) any waiting period (or any
extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or terminated and the obtainment of clearance, affirmative approval or confirmation of non-notifiability by the
Bundeskartellamt under applicable Antitrust Laws in Germany and the Presidenza del Consiglio dei Ministri under applicable Foreign Investment Laws in Italy; (iii) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary materiality
standards, thresholds and exceptions; (iv) the Company’s compliance with, or performance of, in all material respects its covenants and agreements contained in the Merger Agreement; (v) there having not occurred any Material Adverse Effect; and
(vi) other customary conditions set forth in Annex I to the Merger Agreement. The consummation of the Offer and Merger is not subject to a financing condition.
As soon as practicable following the consummation of the Offer, Purchaser will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned Subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger
Agreement. In the Merger, each issued and outstanding Share as of the Effective Time (other than Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), Shares held immediately prior to the
Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent or Purchaser (including any shares acquired in the Offer) and Shares as to which appraisal rights have been properly exercised and perfected
under the DGCL) shall be converted into the right to receive the Offer Price (the “Merger Consideration”).
The Board of Directors has (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in
the best interest of, the Company and its stockholders, (ii) declared it advisable to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the
Transactions, including the Offer and the Merger, (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL, and (v) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to
the Offer.
At the Effective Time:
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Each Company Option, that is then outstanding and unexercised and which has a per Share exercise price that is less than the Merger Consideration will be, to the extent not then vested, deemed fully vested and cancelled and converted into the right to receive a cash payment (without interest) equal to the product of the excess of the Merger Consideration
over the per Share exercise price of such Company Option, multiplied by the total number of Shares subject to such Company Option immediately prior to the Effective Time, which will be payable in accordance with the Merger
Agreement.
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Each Company Option that has a per Share exercise price equal to or greater than the Merger Consideration will be cancelled without payment.
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Each then outstanding Company RSU will be deemed fully vested and cancelled and converted into the right to receive a cash payment (without interest) equal to the product of the Merger
Consideration multiplied by the number of Shares subject to the Company RSU immediately prior to the Effective Time, which will be payable in accordance with the Merger Agreement.
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The Merger Agreement includes representations, warranties and covenants of the Parties customary for a transaction of this nature, including
customary covenants with respect to the operations of the business of the Company between signing and closing, governmental filings and approvals and other matters.
The Merger Agreement also contains customary non-solicitation restrictions which prohibit the Company’s solicitation of proposals relating to
alternative transactions and restrict the Company’s ability to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such transaction, subject to customary exceptions in the event of
an acquisition proposal that the Board of Directors determines, in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Offer. Moreover, the Board
of Directors may make a Company Adverse Change Recommendation in response to an Intervening Event only if, among other conditions, the Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that
the failure to do so would be inconsistent with the fiduciary duties of the Board of Directors under applicable Legal Requirements.
The Merger Agreement includes customary termination provisions for both the Company and Parent and provides that, in connection with the
termination of the Merger Agreement under specified circumstances, including termination by the Company in order to enter into an acquisition agreement which the Board of Directors has determined constitutes a Superior Offer, the Company will be
required to pay Parent a termination fee of $66,400,000.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. The Merger Agreement
is not intended to provide any other factual information about the Company, Parent or Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Offer, the
Merger or the other transactions contemplated therein. The Merger Agreement and this summary should not be relied upon as disclosure about the Company or Parent. None of the Company’s stockholders or any other third parties should rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Merger Agreement
contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations
and warranties are qualified in important part by confidential disclosure schedules delivered by the Company to Parent and Purchaser in connection with the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement
may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or investors or may have been used for the purpose of allocating risk between the parties to the Merger Agreement instead of
establishing these matters as facts. Accordingly, investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the
Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 7.01 |
Regulation FD Disclosure.
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On April 29, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement as described above. A copy
of the joint press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 of this report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with
the SEC made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger, dated as of April 29, 2026, by and among KalVista Pharmaceuticals, Inc., Chiesi Farmaceutici S.p.A., Skyline Merger Sub, Inc. and KalVista
Pharmaceuticals Limited
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99.1
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Joint Press Release, dated April 29, 2026, issued by KalVista Pharmaceuticals, Inc. and Chiesi Farmaceutici S.p.A.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of
any omitted exhibit or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
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Additional Information and Where to Find It
The tender offer (the “Offer”) for the outstanding shares of common stock (the “Shares”) of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), described in this communication has not yet commenced. This
communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company, nor is it a substitute for the Offer materials that the Company, Chiesi Farmaceutici
S.p.A., an Italian società per azioni (“Parent”) and Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), will file with the U.S. Securities and Exchange Commission (the “SEC”). A solicitation and offer to buy outstanding Shares of the Company will only
be made pursuant to the Offer materials that Parent and Purchaser intend to file with the SEC. At the time the Offer is commenced, Parent and Purchaser will file Offer materials on Schedule TO with the SEC, and the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. THE 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES IN THE OFFER. Free copies of these materials and certain other offering documents will be made available by the Company under the “Investors & News” section of the Company’s website at https://www.kalvista.com/ or by directing requests
for such materials to the information agent for the Offer, which will be named in the tender offer materials. The information contained in, or that can be accessed through, the Company’s website is not a part of, or incorporated by reference
into, this communication. The Offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents), as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will also be made
available for free on the SEC’s website at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement on
Schedule 14D-9, the Company files annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements, or other information filed by Parent and the Company with the SEC for free on the
SEC’s website at www.sec.gov.
Forward Looking Statements
This communication contains forward-looking statements related to the Company, Parent, the Offer, the merger of Purchaser with and into the
Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”), the Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, Purchaser, the
Company and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (the “Merger Agreement”), and the other transactions contemplated by
the Merger Agreement (collectively, the “Transactions”) that involve substantial risks and uncertainties. Forward-looking statements can be identified by words such as: “anticipate,”
“intend,” “plan,” “goal,” “target,” “seek,” “believe,” “project,” “estimate,” “expect,” “position,” “strategy,” “future,” “likely,” “may,” “should,” “will” or the negative of these terms or similar references to future periods, although not all
forward-looking statements contain these words. In this communication, forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions to the
consummation of the Transactions; filings and approvals relating to the Transactions, statements regarding the expected timetable for completing the Transactions; statements regarding plans, objectives, expectations and intentions; the financial
condition, results of operations and business of the Company and Parent; and post-closing operations and the outlook for the parties’ businesses, including, without limitation, the ability to commercialize current and future product candidates
(including further commercialization of EKTERLY®). Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to
predict, and could cause actual events or results to differ materially from those currently indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ
from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the Offer and the Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer
and the possibility that the acquisition does not close; the possibility that competing offers will be made; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the effects of the Transactions on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing
or outcome of U.S. Food and Drug Administration approvals or actions, if any; the impact of competitive products and pricing; the risk that, if the Transactions are consummated, the businesses will not be integrated successfully and that Parent
may not realize the potential benefits of the Transactions; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; the
success of the Company’s efforts to commercialize EKTERLY, including revenues from sales of EKTERLY; the Company’s ability to successfully obtain additional foreign regulatory approvals for sebetralstat; the Company’s expectations about the
safety and efficacy of sebetralstat and the Company’s other product candidates; the timing of clinical trials and their results, the Company’s ability to commence clinical studies or complete ongoing clinical studies, including the Company’s
KONFIDENT-S and KONFIDENT-KID trials, and the ability of EKTERLY to treat HAE; the timing of regulatory filings and product launches; the Company’s plans for international expansion; expectations regarding market adoption and utilization trends;
and the Company’s ability to establish and maintain strategic partnerships.
Further information on potential risk factors that could affect the Company’s business and financial results are detailed in the Company’s filings with the SEC,
including in the Company’s transition report on Form 10-KT for the transition period from May 1, 2025 to December 31, 2025, the Company’s quarterly reports on Form 10-Q, current reports on Form 8-K, as well as the Schedule 14D-9 to be filed by
the Company and the Schedule TO and related tender offer documents to be filed by Parent and Purchaser. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to the
Company and Parent, and the Company and Parent disclaim any obligation to update the information contained in this communication as new information becomes available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KALVISTA PHARMACEUTICALS, INC.
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Date: April 29, 2026
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By:
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/s/ Benjamin L. Palleiko
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Benjamin L. Palleiko
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Chief Executive Officer
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Exhibit 99.1
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Chiesi Group to Acquire KalVista Pharmaceuticals, Expanding its Global Rare Disease Portfolio
Highlights:
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Chiesi agreed to acquire KalVista Pharmaceuticals for $27.00 per share in cash, representing an equity consideration of approximately $1.9bn
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Acquisition adds to Chiesi’s rare immunology portfolio the first oral, on-demand therapy for hereditary angioedema, strengthening Chiesi’s
long-term commitment to people living with rare conditions
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Transaction expected to close in Q3 2026
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Parma, Italy and Framingham, Mass., USA – 29 April 2026 Chiesi Group
(“Chiesi”), an international research-focused biopharmaceutical group and certified B Corp, and KalVista Pharmaceuticals, Inc. (“KalVista”) (Nasdaq: KALV),
today announced that the companies have entered into a definitive agreement under which Chiesi will acquire KalVista (the “Transaction”). The Transaction was unanimously approved by both Chiesi’s and KalVista’s Boards of Directors and is expected
to close in Q3 2026, subject to the satisfaction of customary closing conditions.
Under the terms of the Transaction, Chiesi will commence a tender offer to acquire all outstanding shares of KalVista for $27.00 per share in cash. The total value
implied by the Transaction at closing is approximately $1.9bn. At Chiesi, initiatives in this area are spearheaded by Chiesi Global Rare Diseases, the Group’s
business unit focused on research, development and commercialization of therapies for rare and ultra‑rare conditions.
The Transaction is Chiesi’s most substantial acquisition to date in value terms and reflects the company’s long‑term ambitions, and represents an important milestone in its strategy in Rare Diseases, reinforcing its commitment across generations to improving the lives of people living with rare conditions.
Upon completion of the Transaction, Chiesi will assume responsibility for EKTERLY® (sebetralstat), a differentiated oral, on‑demand treatment for hereditary angioedema (HAE), developed by KalVista, which addresses a significant unmet need for patients requiring effective and accessible therapies. By combining KalVista’s
innovation with Chiesi’s Global Rare Diseases capabilities in Rare Immunology, the Transaction aims to accelerate patient access and strengthen medical and scientific engagement, in line with Chiesi’s mission and strategic objectives. Sebetralstat
is also expected to meaningfully contribute to Chiesi’s 2030 strategic revenue target of €6bn, while significantly expanding its commercial infrastructure and market presence in the United States.
Sebetralstat is a novel plasma kallikrein inhibitor and the first oral, on-demand treatment for HAE attacks in adults and adolescents aged 12 years and
older. The therapy is already approved in the United States, United Kingdom, European Union, Japan and other regions, with ongoing studies exploring its use for treating HAE attacks in children aged 2 to 11 and multiple regulatory applications
under review in key global markets. Following its launch in the United States in July 2025, sebetralstat demonstrated strong market uptake, reaching $49M in 2025 sales.
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Jean-Marc Bellemin, Chiesi Group’s CFO, and Interim Group CEO (from 15 May 2026), said: “This acquisition supports our strategy to accelerate impact in rare diseases by bringing together science, innovation and expertise to
address areas of highest unmet need. KalVista’s proven drug discovery and development capabilities, combined with our global footprint and operational excellence, will enable us to deliver innovation to patients at greater scale.”
Giacomo Chiesi, Executive Vice President, Chiesi Global Rare Diseases said: “This acquisition is a strong strategic fit for our rare disease portfolio and reflects our commitment to people living with rare conditions. In HAE, patients
continue to face significant unmet needs, and KalVista’s innovation meaningfully expands our presence in rare immunology by adding a differentiated, on-demand treatment option that can bring meaningful advancement in how the disease can be managed.
We look forward to working with KalVista towards a successful closing of the Transaction. From day one, our focus will be on working closely with the HAE community and the scientific community to improve disease management and ensure more patients
can benefit from timely, effective treatment.”
Ben Palleiko, CEO of KalVista said: “I am extremely proud of what KalVista
has accomplished over the past decade in advancing solutions for the unmet needs of people living with rare disease. Following a thorough review of strategic opportunities, our Board determined that this Transaction maximizes shareholder value,
delivering a meaningful all-cash premium to our shareholders. This Transaction also reflects a shared long-term commitment to patients and a strong alignment in how we translate scientific innovation into meaningful impact. With Chiesi’s global
infrastructure, commercial capabilities and long-term commitment to rare diseases, we are confident in their ability to help expand access to sebetralstat for people living with HAE around the world.”
Transaction Terms and Closing
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Tender offer by Chiesi to acquire all KalVista shares for $27.00 per share in cash. The Transaction is not subject to any financing condition.
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Subject to the satisfaction of the closing conditions, including the tender of at least a majority of the then outstanding KalVista shares, receipt of regulatory approvals and
other customary offer conditions, the Transaction is expected to close in Q3 of 2026.
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Under the terms of a merger agreement entered into in connection with the Transaction, a wholly owned subsidiary of Chiesi will commence a tender offer to acquire all of the
outstanding shares of KalVista’s common stock for an offer price of $27.00 per share in cash, which represents a 36% premium to KalVista’s 30-day volume-weighted average share price as of 28 April, 2026. If the tender offer is successfully
completed, Chiesi will acquire all remaining shares of KalVista not tendered in the offer through a second step merger for the same consideration as paid in the tender offer.
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Lazard is serving as exclusive financial advisor and Ropes & Gray LLP is serving as legal advisor to Chiesi. Centerview Partners LLC is serving as financial
advisor to KalVista and Kirkland & Ellis LLP and Fenwick & West LLP are serving as legal advisors. Jefferies LLC also provided financial advice to KalVista.
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About EKTERLY® (sebetralstat)
Sebetralstat is a novel plasma kallikrein inhibitor approved in the United States, European Union, United Kingdom, Switzerland,
Australia, Singapore and Japan for the treatment of acute attacks of hereditary angioedema (HAE) in people 12 years of age and older. Sebetralstat is the first oral on-demand treatment for HAE, offering efficacious and safe treatment of attacks
without the burden of injections. With a US regulatory filing planned for 2026 to expand use to children aged 2–11, and additional filings anticipated in key global markets, sebetralstat has the potential to become the foundational therapy for
HAE management worldwide.
About Hereditary Angioedema
Hereditary angioedema (HAE) is a rare genetic disease resulting in deficiency or dysfunction in the C1 esterase inhibitor (C1INH) protein and subsequent
uncontrolled activation of the kallikrein-kinin system. People living with HAE experience painful and debilitating attacks of tissue swelling in various locations of the body that can be life-threatening depending on the area affected. Treatment
guidelines recommend treating attacks as early as possible to prevent progression of swelling and shorten the time to attack resolution, and to consider treatment for all attacks, regardless of anatomic location or severity.
About Chiesi Group
Chiesi is a research-oriented international biopharmaceutical group that develops and markets innovative therapeutic solutions in respiratory health, rare
diseases, and specialty care. The company’s mission is to improve people’s quality of life and act responsibly towards both the community and the environment.
By changing its legal status in Benefit Corporation in Italy, the US, France and Colombia, Chiesi’s commitment to creating shared value for society as a
whole is legally binding and central to company-wide decision-making. As a certified B Corp since 2019, Chiesi is part of a global community of businesses that meet verified standards of social and environmental impact. The company aims to reach
Net-Zero greenhouse gases (GHG) emissions by 2035.
With 90 years of experience, Chiesi is headquartered in Parma (Italy), with 31 affiliates worldwide, and counts more than 7,900 employees. The Group’s
research and development centre in Parma works alongside 6 other important R&D hubs in France, the US, Canada, China, the UK, and Sweden.
For more information, visit www.chiesi.com or the website of your local Chiesi affiliate.
About Chiesi Global Rare Diseases
Chiesi Global Rare Diseases is a business unit of the Chiesi Group established to deliver innovative therapies and solutions for people living with rare diseases. As a
family business, Chiesi Group strives to create a world where it is common to have therapy for all diseases and acts as a force for good, for society and the planet. The goal of the Global Rare Diseases unit is to ensure equal access so as many
people as possible can experience their most fulfilling life. The unit collaborates with the rare disease community around the globe to bring voice to underserved people in the health care system.
For more information, visit www.chiesiraredieases.com.
About KalVista Pharmaceuticals, Inc.
KalVista is a global pharmaceutical company dedicated to delivering life-changing oral therapies for individuals affected by rare diseases with significant
unmet needs. The KalVista team discovered and developed sebetralstat—the first oral on-demand treatment for hereditary angioedema (HAE)—and continues to work closely with the global HAE community to improve treatment and care for this disease
around the world. For more information about KalVista, please visit www.kalvista.com and follow us on LinkedIn, X, Facebook and Instagram.
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Additional Information and Where to Find It
The tender offer (the “Offer”) for the outstanding shares of common stock (the “Shares”) of KalVista Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company, nor is it a
substitute for the Offer materials that the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (“Parent”) and Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), will file with the
U.S. Securities and Exchange Commission (the “SEC”). A solicitation and offer to buy outstanding Shares of the Company will only be made pursuant to the Offer materials that Parent and Purchaser intend to file with the SEC. At the time the Offer is
commenced, Parent and Purchaser will file Offer materials on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. THE 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES THERETO.
INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND
STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER. Free copies of these materials and certain other offering documents will be made available by the Company under the “Investors
& News” section of the Company’s website at https://www.kalvista.com/ or by directing requests for such materials to the information agent for the Offer, which will be named in the tender offer materials. The information contained in,
or that can be accessed through, the Company’s website is not a part of, or incorporated by reference into, this communication. The Offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other Offer
documents), as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will also be made available for free on the SEC’s website at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation
Statement on Schedule 14D-9, the Company files annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements, or other information filed by Parent and the Company with the SEC for
free on the SEC’s website at www.sec.gov.
Forward Looking Statements
This communication contains forward-looking statements related to the Company, Parent, the Offer, the merger of Purchaser with and into the Company, with the
Company surviving as a wholly owned subsidiary of Parent (the “Merger”), the Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, Purchaser, the Company and KalVista Pharmaceuticals Limited, a private limited company organized
under the laws of England and Wales (the “Merger Agreement”), and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”) that involve substantial risks and uncertainties. Forward-looking statements can be
identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “target,” “seek,” “believe,” “project,” “estimate,” “expect,” “position,” “strategy,” “future,” “likely,” “may,” “should,” “will” or the negative of these terms or similar
references to future periods, although not all forward-looking statements contain these words. In this communication, forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the
Offer and the other conditions to the consummation of the Transactions; filings and approvals relating to the Transactions, statements regarding the expected timetable for completing the Transactions; statements regarding plans, objectives,
expectations and intentions; the financial condition, results of operations and business of the Company and Parent; and post-closing operations and the outlook for the parties’ businesses, including, without limitation, the ability to commercialize
current and future product candidates (including further commercialization of EKTERLY®). Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict, and could cause actual events
or results to differ materially from those currently indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by
forward-looking statements include, among other things: uncertainties as to the timing of the Offer and the Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer and the possibility that the
acquisition does not close; the possibility that competing offers will be made; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the Transactions; the effects of the Transactions on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of U.S. Food and Drug
Administration approvals or actions, if any; the impact of competitive products and pricing; the risk that, if the Transactions are consummated, the businesses will not be integrated successfully and that Parent may not realize the potential
benefits of the Transactions; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; the success of the Company’s efforts
to commercialize EKTERLY, including revenues from sales of EKTERLY; the Company’s ability to successfully obtain additional foreign regulatory approvals for sebetralstat; the Company’s expectations about the safety and efficacy of sebetralstat and
the Company’s other product candidates; the timing of clinical trials and their results, the Company’s ability to commence clinical studies or complete ongoing clinical studies, including the Company’s KONFIDENT-S and KONFIDENT-KID trials, and the
ability of EKTERLY to treat HAE; the timing of regulatory filings and product launches; the Company’s plans for international expansion; expectations regarding market adoption and utilization trends; and the Company’s ability to establish and
maintain strategic partnerships.
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Further information on potential risk factors that could affect the Company’s business and financial results are detailed in the Company’s filings with the
SEC, including in the Company’s transition report on Form 10-KT for the transition period from May 1, 2025 to December 31, 2025, the Company’s quarterly reports on Form 10-Q, current reports on Form 8-K, as well as the Schedule 14D-9 to be filed by
the Company and the Schedule TO and related tender offer documents to be filed by Parent and Purchaser. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to the
Company and Parent, and the Company and Parent disclaim any obligation to update the information contained in this communication as new information becomes available.
Press Info:
Chiesi Group Contacts:
Anna Bonisoli Alquati, Head of Global External Communications: mediarelations@chiesi.com
Chiara Travagin, Head of Global Communications, Rare: mobile +39 348.8818985, e-mail: c.travagin@chiesi.com
Michela Lijoi, Global External Communications Sr. Manager: mobile +39 328.6353044, e-mail: m.lijoi@chiesi.com
KalVista Contacts:
Ryan Baker
Head, Investor Relations
(617) 771-5001
ryan.baker@kalvista.com
Molly Cameron
Senior Director, Corporate Affairs
(978) 339-3378
molly.cameron@kalvista.com
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FAQ
What is Chiesi offering to pay for KalVista Pharmaceuticals (KALV)?
Chiesi plans to acquire KalVista through a tender offer at $27.00 per share in cash. This price implies a total transaction value of approximately $1.9 billion for all outstanding shares, delivering an immediate all-cash exit to KalVista stockholders if the deal closes.
How will the Chiesi acquisition of KalVista (KALV) be structured?
Chiesi will first commence a tender offer to buy all outstanding KalVista shares at $27.00 per share. After successful completion, a Section 251(h) merger will follow, with KalVista merging into Chiesi’s subsidiary and becoming a wholly owned subsidiary of Chiesi.
What conditions must be satisfied for the Chiesi–KalVista (KALV) transaction to close?
The offer requires a majority of KalVista shares to be tendered, relevant antitrust and foreign investment clearances, accuracy of representations, material compliance with covenants, and no Material Adverse Effect. These conditions must be satisfied or waived before the tender offer and merger can be completed.
Is there a termination fee in the KalVista (KALV) merger agreement with Chiesi?
Yes. If the merger agreement is terminated under specified circumstances, including KalVista ending it to enter an agreement for a Superior Offer, KalVista must pay Chiesi a termination fee of $66,400,000. This fee compensates Chiesi for deal risk and discourages topping bids.
How does EKTERLY (sebetralstat) factor into the Chiesi acquisition of KalVista (KALV)?
Upon completion, Chiesi will assume responsibility for EKTERLY (sebetralstat), KalVista’s oral on-demand hereditary angioedema therapy. Sebetralstat generated $49M in 2025 sales and is expected to contribute meaningfully to Chiesi’s €6bn strategic revenue target for 2030.
When is the Chiesi–KalVista (KALV) transaction expected to close?
Chiesi and KalVista expect the transaction to close in Q3 2026, subject to customary conditions. These include sufficient tendered shares, regulatory clearances in the United States, Germany and Italy, and satisfaction of other merger agreement conditions, including no Material Adverse Effect on KalVista.