Neurocrine Biosciences to Acquire Soleno Therapeutics for $53.00 Per Share in Cash

On April 5, 2026, Soleno Therapeutics entered into a definitive merger agreement to be acquired by Neurocrine Biosciences for $53.00 per share in cash, representing a total equity value of approximately $2.2 billion. Neurocrine will commence a tender offer for all outstanding Soleno shares, followed by a second-step merger. The offer price represents a significant premium to Soleno's recent trading prices. The transaction is not subject to a financing condition but is subject to customary closing conditions, including the tender of a majority of outstanding shares and HSR Act clearance. Soleno's Board has unanimously recommended the deal. Major stockholders holding approximately 1.01% of shares have entered into support agreements. If the merger is terminated under specific circumstances, Soleno may be required to pay a $95.25 million termination fee, while Neurocrine may owe a $141.5 million fee for certain antitrust-related terminations. The deal is expected to close by October 5, 2026, subject to extensions. Soleno's lead product, VYKAT XR (diazoxide choline) for Prader-Willi Syndrome, is a key driver of the acquisition.