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. 3)
TOURMALINE BIO, INC.
(Name of Subject Company (Issuer))
TORINO MERGER SUB INC.
(Offeror)
an indirect wholly owned subsidiary of
NOVARTIS AG
(Offeror)
(Name of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
89157D105
(CUSIP Number of Class of Securities)
Karen L. Hale
Chief Legal and Compliance Officer
Novartis AG
Lichtstrasse
CH-4056 Basel
Switzerland
Telephone: +41-61-324-1111
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Joseph E. Gilligan
Mahvesh A. Qureshi
Gabrielle M. Witt
Jessica A. Bisignano
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC 20004-1109
+1 (202) 637-5600
¨ 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:
x 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: x
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. 3 to the Tender Offer
Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on September 29, 2025 (as it may be amended and supplemented from time to time, the “Schedule
TO”) by (i) Torino Merger Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned
subsidiary of Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland (“Parent”),
and (ii) Parent. The Schedule TO relates to the offer by Purchaser (the “Offer”) to purchase all of the outstanding
shares of common stock, par value $0.0001 per share (the “Shares”), of Tourmaline Bio, Inc., a Delaware corporation,
at a price of $48.00 per Share, in cash, without interest and subject to any withholding of taxes required by applicable legal requirements.
The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 29, 2025,
and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO,
respectively.
This Amendment is being filed solely to amend
and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set
forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant
to the items in this Amendment. This Amendment should be read together with the Schedule TO. Capitalized terms used but not defined herein
have the meanings ascribed to them in the Schedule TO, as amended by this Amendment.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended
and supplemented as follows:
“The Offer expired at one minute
following 11:59 p.m., Eastern Time, on October 27, 2025 (such date and time, the “Offer Expiration Time”), and
the Offer was not extended. The Depositary has advised that, as of the Offer Expiration Time, a total of 24,030,382
Shares were validly tendered pursuant to the Offer and not validly withdrawn, representing approximately 92.94%
of the Shares outstanding as of immediately prior to the Offer Expiration Time.
As of the Offer Expiration Time, the
number of Shares validly tendered pursuant to the Offer and not validly withdrawn satisfied the Minimum Condition, and all other conditions
to the Offer had been satisfied. Promptly following the Offer Expiration Time, Purchaser irrevocably accepted for payment all Shares validly
tendered pursuant to the Offer and not validly withdrawn.
Following acceptance for payment of
the Shares, on October 28, 2025, Purchaser effected the Merger in accordance with Section 251(h) of the DGCL, without a
meeting of the Company’s stockholders and without a vote or any further action by the Company’s stockholders.
The Shares were delisted and ceased
to trade on Nasdaq prior to the opening of business on October 28, 2025. Parent and Purchaser intend to take steps to cause the termination
of the registration of the Shares under the Exchange Act and the suspension of all of the Company’s reporting obligations under
the Exchange Act as promptly as practicable.
On October 28, 2025, Parent issued
press releases announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press releases
are attached as Exhibits (a)(5)(G) and (a)(5)(H) hereto, and incorporated herein by reference.”
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
| Exhibit No. |
Description |
| |
|
| (a)(5)(G) |
Press Release issued by Novartis AG, dated October 28,
2025. |
| (a)(5)(H) |
Press Release issued by Novartis AG, dated October 28,
2025. |
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.
| Torino
Merger Sub Inc. |
|
| |
|
| By:
|
/s/
Jaime Huertas |
|
| Name:
Jaime Huertas |
|
| Title:
Secretary |
|
| |
|
| Novartis
AG |
|
| |
|
| By:
|
/s/
Jonathan Emery |
|
| Name:
Jonathan Emery |
|
| Title:
Attorney-in-fact |
|
| |
|
| By:
|
/s/
Ram Narayan |
|
| Name:
Ram Narayan |
|
| Title:
Attorney-in-fact |
|
Date: October 28, 2025
