NBIX · Neurocrine Biosciences, Inc.

This acquisition represents a strategically focused expansion of Neurocrine’s high-growth, first-in-class commercial portfolio into rare neurodevelopmental disease—specifically Prader-Willi syndrome (PWS)—with VYKAT XR, the only FDA-approved therapy for hyperphagia in PWS. The $2.9 billion all-cash deal adds immediate revenue scale ($190M in 2025) and strengthens Neurocrine’s leadership in endocrinology and rare disease alongside INGREZZA® and CRENESSITY®. The transaction is structured to maximize speed and certainty: a cash tender offer followed by a short-form merger under Delaware law eliminates the need for a separate shareholder vote at Soleno, contingent only on majority tender and antitrust clearance. The absence of a financing condition underscores Neurocrine’s strong balance sheet and financial capacity. Strategic rationale centers on durable value creation—VYKAT XR’s intellectual property estate is projected to extend into the mid-2040s—and synergistic commercial execution, leveraging Neurocrine’s infrastructure to accelerate patient access and adoption. The inclusion of robust termination provisions—including a $95.25 million termination fee payable by Soleno upon accepting a superior proposal and a $141.5 million reverse termination fee payable by Neurocrine if antitrust approvals fail—reflects negotiated risk allocation aligned with standard M&A practice. With Soleno’s board recommendation and binding tender commitments from key executives covering ~1.01% of shares, the path to completion appears well-supported, positioning Neurocrine for sustained revenue diversification and long-term growth in an underserved rare disease area with high unmet medical need and significant caregiver and healthcare system burden.