US Bio, Targets Acquisition of Soleno.. Agreement Reached with Major Shareholders for Share Sale

On April 5, U.S. neuroscience‐focused drug developer Neurocrine Biosciences, Inc. (Nasdaq: NBIX) announced that its subsidiary, Sigma Merger Sub, has entered into a tender‐and‐voting support agreement with the principal shareholders of Soleno Therapeutics. Under the agreement, these shareholders have committed to tender all of their Soleno common shares into the proposed all-cash tender offer and to vote in favor of the merger. The agreement imposes restrictions on the transfer and pledging of the subject shares and extends the same obligations to any shares acquired in the future. In addition, the shareholders have waived their appraisal and dissenters’ rights and agreed not to solicit or engage with any competing acquisition proposals. The support obligations will terminate upon the closing of the merger, the valid termination of the merger agreement, a reduction of the per-share cash consideration below $53, or by mutual written consent of the parties.

On February 11, Neurocrine reported its fiscal 2025 fourth-quarter and full-year results, announcing product revenues of $2.83 billion—a 22 percent increase year-over-year. At the same time, the company reaffirmed its 2026 net sales guidance for INGREZZA, its treatment for movement disorders, at $2.70–2.80 billion. Neurocrine is a U.S. biopharmaceutical company specializing in central nervous system and rare diseases, driving U.S. sales growth with INGREZZA and CRENESITY, its therapy for congenital adrenal hyperplasia. Soleno Therapeutics, which maintains a pipeline of rare-disease candidates, is viewed as a strategic fit that extends Neurocrine’s M&A focus on building a leading neuroscience and rare-disease portfolio.