This Schedule 14D-9 filing consists of certain
communications relating to the proposed acquisition of Tourmaline Bio, Inc., a Delaware corporation (the “Company” or “Tourmaline”), by Novartis AG, a company limited by shares
(Aktiengesellschaft) incorporated under the laws of Switzerland (“Parent” or “Novartis”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of
September 8, 2025 (the “Merger Agreement”), by and among the Company, Parent and Torino Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”).
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will commence a cash tender offer (the “Offer”) no later than September 29, 2025. The Offer will consist of an offer to
purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”), 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 Price”). Following 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of the irrevocable acceptance for payment by Purchaser of the Shares that have been validly tendered and not validly withdrawn pursuant to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 Acceptance Time”) and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Parent, Purchaser and the Company will, pursuant to
Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) without a vote of the Company stockholders, effect a merger of Purchaser with and into the Company (the
“Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation of the Merger
and an indirect wholly owned subsidiary of Parent.
This Schedule 14D-9 filing consists of the following documents relating to the
proposed Offer and the Merger:
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1. |
Exhibit 99.1: Postings by the Company and Sandeep Kulkarni, M.D., Chief Executive Officer of the
Company, via LinkedIn, X and Bluesky on September 9, 2025; and |
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2. |
Exhibit 99.2: Email from Novartis to the Company’s employees, first used September 9, 2025.
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Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future
performance of Tourmaline and Novartis, including statements relating to the ability to complete and the timing of completion of the Transactions contemplated by the Merger Agreement, including the anticipated occurrence, manner and timing of the
proposed Offer, the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions to the consummation of the Merger set forth in the Merger Agreement, the possibility of any termination of the Merger
Agreement, and the prospective benefits of the proposed Transactions, and other statements that are not historical facts. The forward-looking statements contained in this communication are based on current expectations and assumptions that are
subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as “may,” “will,” “would,” “could,”
“expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “seek,” “should,” “strategy,” “future,”
“opportunity,” “potential” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing
of the Offer; uncertainties as to how many of Tourmaline’s stockholders will tender their stock in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various closing conditions for the
Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transactions (or only grant approval subject to adverse conditions or limitations); the
difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the possibility that the
Transactions do not close; risks related to the parties’ ability to realize the anticipated benefits of the proposed Transactions, including the possibility that the expected benefits from the proposed acquisition will not be realized or will
not be realized within the expected time period and that Tourmaline and Novartis will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the effects of the Transactions on
relationships with employees, suppliers, manufacturers, other business partners or governmental entities; negative effects of this announcement or the consummation of the proposed Transactions on the market price of Tourmaline’s common stock
and/or Tourmaline’s operating results; significant transaction costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the proposed Transactions; Novartis’s ability to fund the proposed
Transactions; the time-consuming and uncertain regulatory approval process; the uncertainties inherent in the costly and time-consuming therapeutic product development process and the uncertainty of clinical success, including risks related to
failure or delays in successfully
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