[SC TO-T/A] Regulus Therapeutics Inc. Amended Third-Party Tender Offer

Rhea-AI Filing Summary

Offer Completion: Redwood Merger Sub Inc., an indirect wholly owned subsidiary of Novartis AG, has completed its all-cash tender offer, launched 27 May 2025, for all outstanding shares of Regulus Therapeutics Inc. at $7.00 per share in cash plus one contingent value right (CVR) that may deliver an additional $7.00 per share upon achievement of a specified milestone.

Tender Results: At one minute past 11:59 p.m. New York City time on 24 June 2025, 56,374,397 shares were validly tendered and not withdrawn, representing approximately 74.49 % of outstanding shares. Notices of Guaranteed Delivery covered another 5,584,804 shares (7.38 %). These totals satisfied the minimum tender condition and all other closing conditions.

Merger & Delisting: Immediately after accepting the tendered shares, Purchaser effected a short-form merger under DGCL §251(h) on 25 June 2025, making Regulus a wholly owned subsidiary of Novartis without further stockholder action. Regulus shares were delisted from Nasdaq prior to the market open on 25 June 2025, and Novartis intends to deregister the shares and suspend Exchange Act reporting obligations.

Payment to Shareholders: Shareholders whose shares were accepted will promptly receive the $7.00 cash consideration; the CVR will be distributed under a separate agreement and will pay out only if the defined milestone is achieved.

Novartis issued press releases on 25 June 2025 announcing the expiration of the offer and the consummation of the merger; these are filed as Exhibits (a)(5)(F) and (a)(5)(G).

Positive

• Completion of tender offer and merger provides shareholders with immediate $7.00 cash per share certainty.
• Additional upside via CVR could deliver another $7.00 per share if the milestone is achieved.
• High participation rate (74.49 % tendered, 7.38 % in guaranteed delivery) indicates strong shareholder support and smooth transaction closing.

Negative

• Nasdaq delisting removes liquidity and price discovery for any remaining interest tied to the CVR.
• CVR payout is contingent; investors face uncertainty regarding milestone achievement and timing.

Insights

M&A Specialist

TL;DR: Deal closes; Novartis acquires all Regulus shares, pays $7 cash plus CVR; RGLS delisted—clean exit with contingent upside.

The tender met its 74.49 % minimum and immediately triggered a DGCL §251(h) short-form merger, giving Novartis full ownership of Regulus without additional shareholder votes. Cash consideration is fixed and already accepted, eliminating execution risk for investors. The CVR offers further upside, but its payout is entirely milestone-dependent and timing is unspecified. Delisting and planned deregistration end public-market liquidity; remaining holders must rely on CVR realization for any further value. Overall, the transaction delivers certainty of cash and potential future upside, a positive outcome for most shareholders.

Portfolio Manager

TL;DR: Cash certainty good; delisting removes tradeability; CVR introduces milestone risk—net neutral once $7 received.

Investors receive immediate cash at $7, locking in exit value after a 100 % tender success via merger. However, post-closing, the stock is gone from Nasdaq, leaving no secondary market for value discovery. The CVR could double proceeds, but because payout hinges on an undisclosed milestone, its probability and timeline are opaque. From a portfolio standpoint, realized cash can be redeployed, yet the CVR’s optionality is difficult to model, rendering the overall impact neutral after cash receipt.

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)

REGULUS THERAPEUTICS INC.

(Name of Subject Company (Issuer))

REDWOOD MERGER SUB INC.

(Offeror)
A Wholly Owned Subsidiary of

NOVARTIS AG

(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.001 per share
(Title of Class of Securities)

75915K309
(CUSIP Number of Class of Securities)

Karen L. Hale

Chief Legal and Compliance Officer

Novartis AG

Lichstrasse 35

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)

Copies to:
Catherine J. Dargan, Esq.

Michael J. Riella, Esq.

Kerry S. Burke, Esq.

Covington & Burling LLP

One CityCenter

850 Tenth Street, NW

Washington, DC 20001-4956

+1 (202) 662-6000

¨ 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 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 May 27, 2025 (as it may be amended and supplemented from time to time, the “Schedule TO”) by (i) Redwood Merger Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Novartis AG, a company limited by shares (Aktiengesellschafl) incorporated under the laws of Switzerland (“Parent”) and (ii) Parent. The Schedule TO relates to the offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Regulus Therapeutics Inc., a Delaware corporation (the “Company”), in exchange for (a) $7.00 in cash per Share, subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a “CVR”) per Share, representing the right to receive one contingent payment of $7.00 in cash, subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, the CVR Agreement to be entered into between Parent and a rights agent as of or prior to the date and time of the irrevocable acceptance for payment by Purchaser of the Shares that have been validly tendered and not validly withdrawn pursuant to and subject to the conditions of the Offer. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 27, 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 past 11:59 p.m., New York City time, on June 24, 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 56,374,397 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but were not yet “received” (as such term is defined in Section 251(h) of the DGCL)) were validly tendered pursuant to the Offer and not validly withdrawn, representing approximately 74.49% of the Shares outstanding as of immediately prior to the Offer Expiration Time. In addition, the Depositary has advised that, as of the Offer Expiration Time, Notices of Guaranteed Delivery had been delivered with respect to 5,584,804 additional Shares, representing approximately 7.38% of the outstanding Shares 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 June 25, 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 June 25, 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 June 25, 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)(F) and (a)(5)(G) hereto, 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 No.	Description
(a)(5)(F)	Press Release issued by Novartis AG, dated June 25, 2025.
(a)(5)(G)	Press Release issued by Novartis AG, dated June 25, 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.

Redwood Merger Sub Inc.

	/s/ Jaime Huertas
	Name:	Jaime Huertas
	Title:	Secretary

Novartis AG

	/s/ Jonathan Emery
	Name:	Jonathan Emery
	Title:	As Attorney

	/s/ Tariq El Rafie
	Name:	Tariq El Rafie
	Title:	As Attorney

Date: June 25, 2025

FAQ

What were the final results of Novartis's tender offer for Regulus Therapeutics (RGLS)?

56,374,397 shares (74.49 %) were validly tendered, plus 5,584,804 shares (7.38 %) under guaranteed delivery, satisfying all conditions.

How much cash will Regulus shareholders receive per share?

Shareholders will receive $7.00 in cash for each share tendered and accepted.

What additional consideration do shareholders receive besides cash?

Each share also receives one contingent value right (CVR) that could pay an extra $7.00 upon achieving a specified milestone.

When did the tender offer expire and the merger close?

The offer expired 24 June 2025; the short-form merger closed on 25 June 2025.

Will RGLS shares continue to trade on Nasdaq?

No. Regulus shares were delisted prior to the market opening on 25 June 2025.

What happens to Regulus’s SEC reporting obligations?

Novartis intends to terminate registration of the shares and suspend Regulus’s Exchange Act reporting obligations as soon as practicable.