Novartis Launches Tender Offer to Acquire Tourmaline Bio

Novartis has launched a tender offer to acquire Tourmaline Bio, a biopharmaceutical company. The offer aims to acquire all outstanding shares of Tourmaline Bio for $80 per share in cash. The deal is subject to customary closing conditions and regulatory approvals. Novartis expects the transaction to close in the second half of 2023.

Novartis AG has launched a tender offer to acquire all outstanding shares of Tourmaline Bio, Inc., a biopharmaceutical company, at a price of $48 per share in cash. The offer is being made by Torino Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Novartis. The tender offer is subject to customary closing conditions and regulatory approvals.

The tender offer, which was announced on September 29, 2025, will expire at one minute following 11:59 p.m., New York City time, on October 27, 2025, unless extended or terminated earlier in accordance with the Merger Agreement. Tourmaline Bio shareholders are encouraged to tender their shares to the purchaser pursuant to the offer.

Novartis, a global leader in the design, manufacturing, and marketing of pharmaceutical products, expects the transaction to close in the second half of 2023. The company's net sales are distributed geographically as follows: Europe (30.9%), the United States (42%), Asia/Africa/Australasia (20%), Canada and Latin America (7.1%). At the end of 2024, Novartis AG had over 30 production sites worldwide.

The tender offer is not subject to a financing condition, and Novartis has filed a tender offer statement on Schedule TO with the Securities and Exchange Commission (SEC). Tourmaline Bio also filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC, which includes the recommendation of Tourmaline's board of directors that Tourmaline's stockholders accept the offer and tender their shares to the purchaser pursuant to the offer.

Investors and security holders are urged to carefully read both the tender offer materials and the solicitation/recommendation statement regarding the offer, as they may be amended from time to time. The offer to purchase the shares is only being made pursuant to the offer to purchase, the letter of transmittal, and related documents filed as a part of the Schedule TO.

The tender offer for the outstanding shares described in this press release commenced upon the filing by Novartis and Purchaser of a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal, and related documents, with the SEC on September 29, 2025. Tourmaline also filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC.

For additional information, requests for documents, and questions by stockholders relating to the offer, please contact Innisfree M&A Incorporated by telephone at (877) 800-5186 (toll-free from the United States or Canada) or +1 (412) 232-3651 (from outside of the United States or Canada).