Neurocrine Biosciences to Acquire Soleno Therapeutics

Neurocrine Biosciences, Inc. has entered into an Agreement and Plan of Merger to acquire Soleno Therapeutics, Inc. for $53.00 per share in cash. The acquisition will be conducted through a cash tender offer by Neurocrine's subsidiary, Sigma Merger Sub, Inc., to purchase all outstanding shares of Soleno. Following the tender offer, a merger will take place where Soleno will become a wholly owned subsidiary of Neurocrine. The transaction is expected to be completed following the satisfaction of customary closing conditions, including regulatory approvals and the tender of at least 50% of Soleno's shares. The deal is not subject to any financing condition. Both companies' boards of directors have approved the agreement, and Soleno's board recommends its stockholders accept the offer. The agreement includes customary representations, warranties, and covenants, as well as provisions for a termination fee payable by Soleno to Neurocrine under certain circumstances, and a reverse termination fee payable by Neurocrine to Soleno if the merger is not completed due to antitrust issues.