KalVista acquired at $27.00 per share

KalVista Pharmaceuticals completed a cash tender offer and merger at $27.00 per share.

Rhea-AI Filing Summary

KalVista Pharmaceuticals completed a cash tender offer and merger at $27.00 per share. The offer expired at one minute after 11:59 p.m. Eastern on June 10, 2026, and 43,152,532 Shares were validly tendered and accepted, representing approximately 77.8% of outstanding Shares as of the Expiration Date.

Following acceptance of tendered Shares, Purchaser merged with and into the Company under Section 251(h) of the DGCL. Each remaining outstanding Share (other than excluded Shares) was converted into the right to receive $27.00 per Share, net to the seller in cash, without interest and subject to applicable tax withholding. A joint press release dated June 11, 2026 announcing the closing is attached as an exhibit.

Insights

Mergers & Acquisitions Attorney

Completed cross-border tender offer and short-form merger under DGCL Section 251(h).

The filing confirms the tender offer expired on June 10, 2026 and that 43,152,532 Shares (≈77.8%) were validly tendered and accepted, satisfying the Minimum Condition. The Purchaser then merged with and into the Company by operation of the Merger Agreement.

Key legal mechanics shown include tender acceptance, conversion of remaining shares into cash consideration of $27.00 per Share, and reliance on Section 251(h) for a short-form merger without a stockholder vote. Subsequent filings and the attached press release provide the public record of closing.

Corporate Finance Analyst

Transaction delivers definitive cash consideration of $27.00 per share to holders who tendered or remained outstanding.

The Schedule TO amendment reports that the offer satisfied conditions and that all validly tendered Shares were irrevocably accepted. Remaining eligible Shares were converted into the same cash consideration at the Effective Time of the merger.

Financial implications for holders: all qualifying holders receive $27.00 per Share net of tax withholding. The excerpt lists 43,152,532 Shares tendered and the joint press release is attached as an exhibit for further detail.

Key Figures

Cash consideration: $27.00 per Share Shares validly tendered: 43,152,532 shares Percent of outstanding tendered: 77.8% +1 more

4 metrics

Cash consideration $27.00 per Share Offer price stated in Offer to Purchase

Shares validly tendered 43,152,532 shares Tendered and not validly withdrawn as of Expiration Date

Percent of outstanding tendered 77.8% Approximate percentage of outstanding Shares as of the Expiration Date

Offer expiration June 10, 2026 Offer and withdrawal rights expired one minute after 11:59 p.m. Eastern

Key Terms

Schedule TO, tender offer, Section 251(h) of the DGCL

3 terms

Schedule TO regulatory

"This Amendment No. 2 to the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

tender offer financial

"The Schedule TO relates to the offer by Purchaser 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.

Section 251(h) of the DGCL legal

"merged with and into the Company, without a vote of the Company’s stockholders in accordance with Section 251(h)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did KalVista (KALV) shareholders receive in the transaction?

Shareholders received $27.00 per Share in cash. The filing states validly tendered Shares were accepted and remaining eligible Shares were converted into the right to receive $27.00 per Share, net of applicable tax withholding.

How many KalVista shares were tendered in the offer?

A total of 43,152,532 Shares were validly tendered and not validly withdrawn. The Schedule TO amendment reports this amount was accepted and satisfied the Minimum Condition for the offer.

What percentage of KalVista outstanding shares were tendered?

The filing states the tendered Shares represented approximately 77.8% of the outstanding Shares as of the Expiration Date. That level satisfied the Minimum Condition described in the Offer to Purchase.

When did the tender offer expire and when was the merger effective?

The Offer and withdrawal rights expired at one minute following 11:59 p.m. Eastern on June 10, 2026. The amendment states the Merger was consummated thereafter, and a joint press release dated June 11, 2026 announces the closing.

Was a stockholder vote required to complete the merger?

No stockholder vote was required. The filing states the merger was completed in accordance with Section 251(h) of the DGCL, which allows a short-form merger without a stockholder vote when the offer meets specified conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 09:03 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

KALVISTA PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

SKYLINE MERGER SUB, INC.

(Offeror)

A Wholly Owned Subsidiary of

CHIESI FARMACEUTICI S.P.A.

(Parent of Offeror)

Common Stock par value $0.001 per share

(Title of Class of Securities)

483497103

(CUSIP Number of Class of Securities)

Michael R. Gordon

Executive Vice President and Group General Counsel

Chiesi Farmaceutici S.p.A.

Via Palermo 26/A

43122 Parma, Italy

+39 0521 2791

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Zachary Blume

Ropes & Gray LLP

800 Boylston Street, Prudential Tower

Boston, MA 02199

Telephone: (617) 951-7000

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
	☒	Third-party tender offer subject to Rule 14d-1.
	☐	Issuer tender offer subject to Rule 13e-4.
	☐	Going-private transaction subject to Rule 13e-3.
	☐	Amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒
	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed by Skyline Merger Sub, Inc., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“Parent”), with the U.S. Securities and Exchange Commission on May 13, 2026 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (together with any amendments, supplements or modifications thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments, supplements or modifications thereto, the “Letter of Transmittal”), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment No. 2 is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.

Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Items 1 through 9 and Item 11.

The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

“The Offer and withdrawal rights expired at one minute following 11:59 p.m., Eastern Time, on June 10, 2026. The Depositary has advised Purchaser that a total of 43,152,532 Shares were validly tendered and not validly withdrawn, representing approximately 77.8% of the outstanding Shares as of the Expiration Date.

The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfies the Minimum Condition, and all other conditions to the Offer have been satisfied or (to the extent waivable) waived. Effective as of the time on which the Offer expired on the Expiration Date, all Shares that were validly tendered (and not validly withdrawn) pursuant to the Offer were irrevocably accepted for payment by Purchaser.

Purchaser will pay all such validly tendered Shares in accordance with the terms of the Offer.

Following consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and Purchaser was merged with and into the Company, without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Effective Time, each then outstanding Share not purchased pursuant to the Offer (other than certain excluded Shares as described in the Merger Agreement) was converted into the right to receive $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes.

The full text of the joint press release issued by Parent and the Company on June 11, 2026, announcing the successful completion of Parent’s acquisition of the Company, including the successful completion of both the Offer and the Merger, is attached as Exhibit (a)(5)(E) to the Schedule TO and incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit		Description
(a)(5)(E)		Joint Press Release issued by Parent and the Company on June 11, 2026.

 

Exhibit		Description
(a)(1)(A)		Offer to Purchase, dated May 13, 2026.*
(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
(a)(1)(C)		Notice of Guaranteed Delivery, dated May 13, 2026.*
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Summary Advertisement, published in the New York Times on May 13, 2026.*
(a)(5)(A)		Joint Press Release issued by Parent and the Company on April 29, 2026 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent on May 5, 2026).*
(a)(5)(B)		LinkedIn Post made by Parent on April 29, 2026 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Parent on May 5, 2026).*
(a)(5)(C)		LinkedIn Carousel Post made by Parent on April 29, 2026 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Parent on May 5, 2026).*
(a)(5)(D)		LinkedIn Post made by Giacomo Chiesi on April 29, 2026 (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by Parent on May 5, 2026).*
(a)(5)(E)		Joint Press Release issued by Parent and the Company on June 11, 2026.**
(b)		Not applicable.
(d)(1)		Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, Purchaser, the Company and KalVista UK (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 29, 2026 (File No. 001-36830)).*
(d)(2)		Mutual Confidentiality Agreement, dated January 23, 2026, by and between Parent and the Company.*
(d)(3)		First Amendment to Mutual Confidentiality Agreement, dated February 27, 2026, by and between Parent and the Company.*
(g)		Not applicable.
(h)		Not applicable.
107		Filing Fee Table.*

* Previously filed on May 13, 2026 as an exhibit to the Schedule TO.

** Filed herewith.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 11, 2026
	Skyline Merger Sub, Inc.
	By:	/s/ John Hess
		Name: John Hess
		Title: President and Secretary
	Chiesi Farmaceutici S.p.A.
	By:	/s/ Giacomo Chiesi
		Name: Giacomo Chiesi
		Title: Director