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
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
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)
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
| x |
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: ¨
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) |
The pre-commencement communication filed under cover of this tender
offer statement on Schedule TO is being filed by Novartis AG, a company organized under the laws of Switzerland (“Novartis”),
and Torino Merger Sub Inc., a Delaware corporation (“Purchaser”), an indirect wholly owned subsidiary of Novartis, in connection
with a planned tender offer by Purchaser for all of the outstanding shares of common stock, par value $0.0001 (the “Shares”),
of Tourmaline Bio, Inc., a Delaware corporation (“Tourmaline”). The planned tender offer will be made pursuant to an
Agreement and Plan of Merger, dated as of September 8, 2025, by and among Novartis, Purchaser and Tourmaline (the “Merger
Agreement”).
Important Information about the Tender Offer
This document is neither an offer to purchase nor a solicitation of
an offer to sell any Shares or any other securities of Tourmaline. The tender offer for the outstanding Shares described in this communication
has not commenced. At the time the tender offer is commenced, Novartis and Purchaser will file a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related documents, with the U.S. Securities and Exchange Commission (the “SEC”),
and Tourmaline will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC, in each case with respect to the tender
offer.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 REGARDING THE TENDER OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SECURITIES.
An offer to purchase the Shares will only be made pursuant to the offer
to purchase, the letter of transmittal and related offer documents filed as a part of the Schedule TO. Those materials and all other documents
filed by, or caused to be filed by, Novartis, Purchaser and Tourmaline with the SEC will be available at no charge on the SEC’s
website at www.sec.gov or by directing such requests to the information agent for the offer, which will be named in the tender offer statement.
The offer to purchase and related materials also may be obtained for free under the “Investors – Financial Data” section
of Novartis AG’s website at www.novartis.com/investors/financial-data/sec-filings. The solicitation/recommendation statement also
may be obtained for free under the “News & Investors” section of Tourmaline’s website at ir.tourmalinebio.com/financials-filings/sec-filings.
In addition, Tourmaline files annual, quarterly and current reports and other information, and Novartis files annual reports and other
information with the SEC, which are also available to the public at no charge at www.sec.gov.
Forward-Looking Statements
This communication contains statements that are not statements of historical
fact, or “forward-looking statements,” including with respect to Novartis’ proposed acquisition of Tourmaline. Forward-looking
statements can generally be identified by words such as “potential,” “can,” “will,” “plan,”
“may,” “could,” “would,” “expect,” “anticipate,” “look forward,”
“believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar
terms, or by express or implied discussions regarding potential marketing approvals, new indications or labeling for Tourmaline’s
product candidates, Tourmaline’s platform, the proposed acquisition of Tourmaline and the expected timetable for completing the
proposed acquisition, the benefits sought to be achieved in the proposed acquisition, or potential future revenues from Tourmaline’s
product candidates. You should not place undue reliance on these statements. Such forward-looking statements are based on Novartis’
current beliefs and expectations regarding future events and are subject to significant known and unknown risks and uncertainties. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those set forth in the forward-looking statements. There can be no guarantee that clinical trials for any of Tourmaline’s product
candidates will be successful, that Tourmaline’s approach to the discovery and development of product candidates based on its AOC™
platform will produce any products of commercial value, that any of Tourmaline’s product candidates will be submitted for marketing
approval or approved for sale or, if approved, receive approval for any additional indications or labeling, in any market, or at any particular
time, nor can there be any guarantee that, if approved, any of Tourmaline’s product candidates will be commercially successful in
the future. Neither can there be any guarantee that the conditions to the closing of the proposed acquisition will be satisfied on the
expected timetable or at all or that the expected benefits or synergies from this transaction will be achieved in the expected timeframe,
or at all. In particular, expectations regarding Tourmaline or the transaction described in this communication could be affected by, among
other things, the timing of the offer and the satisfaction of customary closing conditions, including the tender of a majority of the
outstanding shares of Tourmaline common stock and the receipt of regulatory approvals on acceptable terms or at all; the risk that competing
offers or acquisition proposals will be made; the effects of disruption from the transactions contemplated by the merger agreement and
the impact of the announcement and pendency of the transactions on Novartis and/or Tourmaline’s businesses, including their relationships
with employees, business partners or governmental entities; the risk that the offer or the merger may be more expensive to complete than
anticipated; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense,
indemnification and liability; a diversion of management’s attention from ongoing business operations and opportunities as a result
of the offer, the merger or otherwise; general industry conditions and competition; general political, economic and business conditions,
including interest rate and currency exchange rate fluctuations; the uncertainties inherent in research and development, including clinical
trial results and additional analysis of existing clinical data; regulatory actions or delays or government regulation generally; global
trends toward health care cost containment, including government, payor and general public pricing and reimbursement pressures and requirements
for increased pricing transparency; our ability to obtain or maintain proprietary intellectual property protection; the particular prescribing
preferences of physicians and patients; general political, economic and business conditions; safety, quality, data integrity or manufacturing
issues; potential or actual data security and data privacy breaches, or disruptions of our information technology systems, and other risks
and factors referred to in Novartis AG’s and Tourmaline’s filings and reports with the SEC, including Novartis AG’s
Annual Report on Form 20-F for the year ended December 31, 2024, Tourmaline’s Annual Report on Form 10-K for the
year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30,
2025, and any subsequent filings made by either party with the SEC, available on the SEC’s website at www.sec.gov. Novartis is providing
the information in this communication as of this date and Novartis does not undertake any obligation to update any forward-looking statements
contained in this communication as a result of new information, future events or otherwise, except to the extent required by law.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by Novartis AG, dated September 9, 2025 |
| 99.2 |
|
LinkedIn post from Shreeram Aradhye, M.D., President, Development and Chief Medical Officer of Novartis AG, dated September 9, 2025 |
| 99.3 |
|
LinkedIn post from Aharon (Ronny) Gal, Ph.D., Chief Strategy & Growth Officer of Novartis AG, dated September 9, 2025 |
| 99.4 |
|
Email to Tourmaline employees, dated September 9, 2025 |
| 99.5 |
|
Novartis AG employee intranet post, dated September 9, 2025 |
