Novartis announces expiration of Hart-Scott-Rodino waiting period of Tourmaline Bio tender offer
Basel, October 22, 2025 - Novartis today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with Novartis' previously announced tender offer to acquire all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Tourmaline Bio, Inc., a Delaware corporation (“Tourmaline”), at a price of $48.00 per Share, in cash, without interest and subject to any applicable withholding. The expiration of the HSR Act waiting period occurred at 11:59 p.m., Eastern Time, on October 21, 2025. Expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 8, 2025 (the “Merger Agreement”), among Novartis, Torino Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Purchaser”), and Tourmaline, including the tender offer and the subsequent merger, which remain subject to the condition that there be validly tendered and not validly withdrawn in accordance with the terms of the offer, immediately prior to the Expiration Date (as defined below) a number of Shares that, together with any Shares then owned by Novartis or any of its direct or indirect wholly owned subsidiaries, represents at least a majority of Shares outstanding at the time of expiration of the offer. The offer will expire at one minute following 11:59 p.m., Eastern Time, on October 27, 2025, unless the offer is otherwise extended (such date or subsequent date to which the expiration of the offer is extended in accordance with the terms of the Merger Agreement, the “Expiration Date”) or earlier terminated in accordance with the Merger Agreement.
