STOCK TITAN
  1. Home
  2. Sec-filings
  3. KALV
  4. [SC TO-T] KalVista Pharmaceuticals, Inc. Third-Party Tender Offer

Chiesi (NASDAQ: KALV) offers $27.00 per share to acquire KalVista

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SC TO-T

Rhea-AI Filing Summary

Skyline Merger Sub, Inc., a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., is offering to acquire all outstanding shares of KalVista Pharmaceuticals, Inc. for $27.00 per share in cash pursuant to the Offer to Purchase dated May 13, 2026.

The Company reported 53,240,888 Shares outstanding as of May 6, 2026. The Schedule TO also lists 4,789,390 options, 3,686,552 restricted stock units, 46,104 ESPP purchase rights, 1,630,000 warrants, and 8,551,960 Shares reserved for conversion of the convertible senior notes. The Merger Agreement dated April 29, 2026 among Parent, Purchaser, the Company and KalVista UK is incorporated by reference.

Positive

  • None.

Negative

  • None.

Insights

Transaction is a cash tender offer backed by a merger agreement; standard cross-border provisions apply.

The Schedule TO confirms a $27.00 per-share cash tender offer by a Purchaser wholly owned by Chiesi, with the Offer to Purchase dated May 13, 2026 and an underlying April 29, 2026 Merger Agreement. The filing incorporates customary offer documents including a Letter of Transmittal and Notice of Guaranteed Delivery.

Key legal dependencies include the offer conditions and any cross-border regulatory approvals; the filing references Rule 13e-4/Rule 14d-1 crossover provisions. Subsequent filings will disclose acceptance levels and any conditions satisfied or waived.

Chiesi proposes an all-cash acquisition of KalVista at a fixed per-share price.

The Schedule TO states the offer is for $27.00 per share in cash and cites company capitalization as of May 6, 2026 (53,240,888 Shares outstanding). The filing lists outstanding equity-linked instruments including options, RSUs, warrants and convertible-note conversion reserves that may affect closings and post-closing issuances.

Operational and commercial integration implications are not detailed here; timing and regulatory clearances are not specified in the excerpt. Acceptance levels and whether the tender meets any fiduciary or regulatory thresholds will determine closing prospects.

Offer price $27.00 per share Offer to Purchase dated May 13, 2026
Shares outstanding 53,240,888 shares as of May 6, 2026
Options outstanding 4,789,390 options issuable upon exercise as of Capitalization Date
RSUs outstanding 3,686,552 RSUs vest/settlement issuable as of Capitalization Date
Warrants outstanding 1,630,000 warrants issuable upon exercise as of Capitalization Date
Convertible note reserve 8,551,960 shares reserved reserved for conversion under Convertible Senior Notes Indenture
ESPP rights 46,104 purchase rights under 2017 Employee Stock Purchase Plan
Tender Offer regulatory
"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.
Offer to Purchase regulatory
"Offer to Purchase dated May 13, 2026 (together with any amendments)"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Letter of Transmittal regulatory
"accompanying Letter of Transmittal is attached hereto as Exhibit"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
Merger Agreement legal
"Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, Purchaser, the Company"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Convertible Senior Notes Indenture financial
"Shares reserved for future issuance upon conversion of the convertible senior notes"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

FAQ

What price is Chiesi offering for KALV shares?
Chiesi's Purchaser is offering $27.00 per share in cash as stated in the Offer to Purchase dated May 13, 2026. The payment is net to sellers in cash, without interest and subject to withholding taxes.

How many KalVista shares are outstanding (KALV)?
KalVista reported 53,240,888 Shares outstanding as of May 6, 2026. That figure is the capitalization number cited in the Schedule TO and anchors the scope of the tender offer.

Are there options, RSUs or convertible instruments that affect the offer?
Yes. The Schedule TO lists 4,789,390 options, 3,686,552 restricted stock units, 1,630,000 warrants, and 8,551,960 Shares reserved for convertible senior notes as of the capitalization date.

What documents accompany the Schedule TO for this tender offer?
The filing incorporates the Offer to Purchase (May 13, 2026), the Letter of Transmittal, a Notice of Guaranteed Delivery, broker/nominee letters and the Agreement and Plan of Merger dated April 29, 2026.

Who is making the offer for KalVista (KALV)?
The offer is made by Skyline Merger Sub, Inc., a Delaware subsidiary wholly owned by Chiesi Farmaceutici S.p.A., pursuant to the Offer to Purchase and the Merger Agreement referenced in the Schedule TO.
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
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 Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is 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”). This 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 attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser, the Company, and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (“KalVista UK”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 1.
Summary Term Sheet.
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is KalVista Pharmaceuticals, Inc., a Delaware corporation. The Company’s principal executive offices are located at 200 Crossing Boulevard, Framingham, Massachusetts 01702. The Company’s telephone number is 857-999-0075.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised Purchaser and Parent that, as of the close of business on May 6, 2026 (the “Capitalization Date”), there were (i) 53,240,888 Shares issued and outstanding and no Shares held by the Company as treasury Shares; (ii) 5,000,000 Shares authorized as preferred stock, of which no Shares are outstanding; (iii) 4,789,390 Shares issuable upon the exercise of outstanding options to purchase Shares; (iv) 3,686,552 Shares issuable upon the vesting or settlement or outstanding restricted stock units; (v) 46,104 Shares subject to outstanding purchase rights under the Company’s 2017 Employee Stock Purchase Plan (assuming a purchase price equal to the fair market value of a Share on the first day of the current offering period); (vi) 1,630,000 Shares issuable upon the exercise of any outstanding warrants issued by the Company; and (vii) 8,551,960 Shares reserved for future issuance upon conversion of the convertible senior notes issued under the Convertible Senior Notes Indenture.
(c) The information set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3.
Identity and Background of the Filing Person.
(a) - (c)This Schedule TO is filed by Purchaser and Parent. The information set forth in Section 8 (entitled “Certain Information Concerning Parent, Purchaser and Valline”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4.
Terms of the Transaction.
(a)(1)(i) - (viii), (xii), (a)(2)(i) - (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 1 — “Terms of the Offer”
•
Section 2 — “Acceptance for Payment and Payment for Shares”
•
Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
•
Section 4 — “Withdrawal Rights”
•
Section 5 — “Material U.S. Federal Income Tax Considerations”
•
Section 11 — “The Merger Agreement; Other Agreements”
•
Section 12 — “Purpose of the Offer; Plans for the Company”
•
Section 13 — “Certain Effects of the Offer”
•
Section 15 — “Conditions of the Offer”
•
Section 16 — “Certain Legal Matters; Regulatory Approvals”
•
Section 17 — “Appraisal Rights”
•
Section 19 — “Miscellaneous”
(a)(1)(ix) — (xi), (a)(2)(v) — (vi) Not applicable.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 11 — “The Merger Agreement; Other Agreements”
•
Section 12 — “Purpose of the Offer; Plans for the Company”
•
Schedule I
Item 6.
Purposes of the Transaction and Plans or Proposals.
(a), (c)(1) - (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 11 — “The Merger Agreement; Other Agreements”
•
Section 12 — “Purpose of the Offer; Plans for the Company”
•
Section 13 — “Certain Effects of the Offer”
•
Schedule I
Item 7.
Source and Amount of Funds or Other Consideration.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
Section 9 — “Source and Amount of Funds”
(b), (d) Not applicable.
Item 8.
Interest in Securities of the Subject Company.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
•
Section 11 — “The Merger Agreement; Other Agreements”
•
Section 12 — “Purpose of the Offer; Plans for the Company”
•
Schedule I
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
•
Schedule I
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 18 — “Fees and Expenses”
Item 10.
Financial Statements.
Not applicable.
Item 11.
Additional Information.
(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 11 — “The Merger Agreement; Other Agreements”
•
Section 12 — “Purpose of the Offer; Plans for the Company”
(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 12 — “Purpose of the Offer; Plans for the Company”
•
Section 15 — “Conditions of the Offer”
•
Section 16 — “Certain Legal Matters; Regulatory Approvals”
(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 15 — “Conditions of the Offer”
•
Section 16 — “Certain Legal Matters; Regulatory Approvals”
(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 13 — “Certain Effects of the Offer”
(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 16 — “Certain Legal Matters; Regulatory Approvals”
(c)
The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12.
Exhibits.
 
 
 
 
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).
(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.*
 
 
 
 
*
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.
 
 
 
 
 
 
 
 
Skyline Merger Sub, Inc.
 
Date: May 13, 2026
 
 
 
 
 
 
 
 
 
 
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
 
 
 
 
 
 
 
 
 
 

Source: View Original Filing on SEC EDGAR