Date:	--/--/-- --:--:--
Event Id:	E5KXI3NLL
Action Type:	ACQUISITION
Action Status:	ANNOUNCED
Acquirer Symbol:
Target Symbol:	SLNO
Updated:	--/--/-- --:--:--
Purchase Price Per Share:	53
Price Per Share Currency:	USD
News References:	https://www.prnewswire.com/news-releases/neurocrine-to-acquire-soleno-therapeutics-expanding-its-endocrinology-and-rare-disease-portfolio-302734531.html

Action Notes

Neurocrine Biosciences, Inc and Soleno Therapeutics, Inc today announced that Neurocrine has entered into a definitive agreement to acquire Soleno for $53.00 per share in cash, representing a total transaction equity value of $2.9 billion. Under the terms of the merger agreement, Neurocrine, through a subsidiary, will commence a cash tender offer to acquire all of the outstanding shares of Soleno's common stock at a price of $53.00 per share, representing a premium of approximately 34% to Soleno's closing share price on April 2, 2026, and a premium of 51% to Soleno's 30-day volume-weighted average price (VWAP). The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Neurocrine will merge with Soleno and the outstanding Soleno shares not tendered in the tender offer will be converted into the right to receive the same $53.00 per share in cash paid in the tender offer. The transaction will be funded with cash on hand and Neurocrine plans to optimize its capital structure by taking on a modest amount of pre-payable debt. The transaction is not subject to any financing condition. The boards of directors of both companies have approved the transaction, which is expected to close within 90 days of this announcement, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.