Tourmaline Bio to be acquired by Novartis for $48.00 per share in cash

Tourmaline Bio (TRML) announced that it has entered into a merger agreement with Novartis (NVS), pursuant to which Novartis will acquire Tourmaline for $48.00 per share in cash at closing, or a total equity value of approximately $1.4B. This represents a premium of 59% to Tourmaline’s closing stock price on September 8, the last trading day before the announcement of the transaction, and 127% to Tourmaline’s 60-day volume-weighted average stock price as of that same date. The transaction has been unanimously approved by the boards of directors of both companies. Under the terms of the merger agreement, a subsidiary of Novartis will commence a tender offer to acquire all of Tourmaline’s outstanding shares for a price of $48.00 per share in cash at closing. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Tourmaline’s outstanding shares and receipt of regulatory approvals, and other customary closing conditions. Completion of the transaction is expected in the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions. Until that time, Tourmaline will continue to operate as a separate and independent company.