NEUROCRINE BIOSCIENCES INC 8-K

What Happened
Neurocrine Biosciences, Inc. announced on April 5, 2026 that it entered into an Agreement and Plan of Merger to acquire Soleno Therapeutics, Inc. The transaction begins with a cash tender offer by Neurocrine’s wholly owned subsidiary (Sigma Merger Sub) to purchase all outstanding Soleno shares at $53.00 per share in cash. If the offer is successful, Purchaser will merge into Soleno under Delaware law (Section 251(h)) and Soleno will become a wholly owned Neurocrine subsidiary. Neurocrine must commence the offer within ten business days of the agreement and keep it open for 20 business days (subject to extension). Soleno’s board recommends that stockholders accept the offer.

Key Details

• Offer price: $53.00 per share in cash; treatment at merger: each share (except Neurocrine/treasury-held or valid appraisal claims) converts into the right to receive $53.00.
• Timing and condition: Offer to commence within 10 business days and remain open 20 business days; Purchaser’s obligation to pay is conditioned on, among other things, valid tenders exceeding 50% of outstanding shares, accuracy of Soleno reps/warranties, no material adverse effect, and clearance under the HSR Act.
• Financing and equity treatment: The Offer is not subject to a financing condition. In-the-money Soleno options and RSUs will vest and be cashed out (OTM options cancelled); warrants are treated as cashless exercised per their terms. Soleno’s ESPP will be closed and terminate prior to the merger.
• Deal protections and fees: Soleno agreed to customary no‑shop restrictions. Termination fee to Neurocrine if Soleno accepts a superior proposal: $95.25 million; reverse termination fee payable by Neurocrine if certain antitrust/clearance conditions are unmet at termination: $141.5 million. Supporting stockholders (including CEO Anish Bhatnagar) holding ~1.01% agreed to tender and vote in favor.

Why It Matters
For Soleno investors: this is a definitive cash buyout at $53.00 per share, with board recommendation and supporting holders, subject to regulatory clearance and other customary conditions. Holders who tender or whose shares are converted at closing will receive cash; certain option and RSU holders will receive cash payments for in‑the‑money awards.
For Neurocrine investors: the transaction is structured as a cash purchase (no financing condition), includes substantial termination/reverse‑termination fees, and will expand Neurocrine’s portfolio via Soleno if regulatory and other conditions are satisfied. The deal terms and conditions (e.g., HSR clearance, majority tender requirement) indicate the acquisition is likely but not guaranteed until those conditions are met.

(Neurocrine and Soleno issued a joint press release and an investor presentation on April 6, 2026, filed as exhibits to the 8‑K.)