[SC TO-T/A] Tourmaline Bio, Inc. Amended Third-Party Tender Offer

Rhea-AI Filing Summary

Tourmaline Bio (TRML): Tender offer completed; merger closed

Novartis’ indirect subsidiary Torino Merger Sub completed its cash tender offer for Tourmaline Bio at $48.00 per share after 24,030,382 shares were validly tendered and not withdrawn, representing approximately 92.94% of outstanding shares at expiration. All conditions, including the Minimum Condition, were satisfied, and all tendered shares were accepted for payment.

On October 28, 2025, a merger under Section 251(h) of the DGCL was effected without a stockholder meeting or vote, completing the acquisition. TRML shares were delisted and ceased trading on Nasdaq prior to the October 28 open. Novartis intends to terminate TRML’s Exchange Act registration and suspend reporting obligations as promptly as practicable.

Insights

M&A and Equity Capital Markets Analyst

Cash tender and short‑form merger closed; shares delisted.

The offer priced at $48.00 per share achieved a high acceptance level, with 24,030,382 shares tendered, or about 92.94% of shares outstanding at expiration. Meeting the Minimum Condition enabled immediate acceptance of tendered shares.

Completion via a Section 251(h) short‑form merger on October 28, 2025 removed the need for a shareholder vote. Following the merger, TRML was delisted and ceased trading, and the buyer indicates plans to end Exchange Act registration and reporting.

For former TRML holders, value realization occurs in cash at the offer price. With the merger closed and the stock delisted, subsequent trading liquidity in TRML equity is no longer applicable.

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. Exhibits.

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