Chiesi Group to acquire KalVista for $27.00 per share in cash

Chiesi Group and KalVista (KALV) Pharmaceuticals entered into a definitive agreement under which Chiesi will acquire KalVista. The Transaction was unanimously approved by both Chiesi’s and KalVista’s Boards of Directors and is expected to close in Q3 2026, subject to the satisfaction of customary closing conditions. Under the terms of the Transaction, Chiesi will commence a tender offer to acquire all outstanding shares of KalVista for $27.00 per share in cash. The total value implied by the Transaction at closing is approximately $1.9B. At Chiesi, initiatives in this area are spearheaded by Chiesi Global Rare Diseases, the Group’s business unit focused on research, development and commercialization of therapies for rare and ultra-rare conditions. The Transaction is Chiesi’s most substantial acquisition to date in value terms and reflects the company’s long-term ambitions, and represents an important milestone in its strategy in Rare Diseases, reinforcing its commitment across generations to improving the lives of people living with rare conditions. Upon completion of the Transaction, Chiesi will assume responsibility for EKTERLY, a differentiated oral, on-demand treatment for hereditary angioedema, developed by KalVista, which addresses a significant unmet need for patients requiring effective and accessible therapies. By combining KalVista’s innovation with Chiesi’s Global Rare Diseases capabilities in Rare Immunology, the Transaction aims to accelerate patient access and strengthen medical and scientific engagement, in line with Chiesi’s mission and strategic objectives. Sebetralstat is also expected to meaningfully contribute to Chiesi’s 2030 strategic revenue target of EUR 6bn, while significantly expanding its commercial infrastructure and market presence in the United States. Tender offer by Chiesi to acquire all KalVista shares for $27.00 per share in cash. The Transaction is not subject to any financing condition. Subject to the satisfaction of the closing conditions, including the tender of at least a majority of the then outstanding KalVista shares, receipt of regulatory approvals and other customary offer conditions, the Transaction is expected to close in Q3 of 2026. Under the terms of a merger agreement entered into in connection with the Transaction, a wholly owned subsidiary of Chiesi will commence a tender offer to acquire all of the outstanding shares of KalVista’s common stock for an offer price of $27.00 per share in cash, which represents a 36% premium to KalVista’s 30-day volume-weighted average share price as of 28 April, 2026. If the tender offer is successfully completed, Chiesi will acquire all remaining shares of KalVista not tendered in the offer through a second step merger for the same consideration as paid in the tender offer.