Neurocrine Biosciences has entered into a definitive agreement to acquire Soleno Therapeutics for USD 53.00 per share in cash, valuing the transaction at approximately USD 2.9 billion. The move is aimed at expanding Neurocrine’s portfolio of innovative therapies and strengthening its leadership in endocrinology and rare diseases.

A key component of the acquisition is VYKAT XR, a first-in-class treatment for hyperphagia—the defining symptom of Prader-Willi syndrome. Since receiving U.S. FDA approval and launching in 2025, the therapy has seen strong early uptake, generating USD 190 million in annual revenue, including USD 92 million in the fourth quarter alone. With Neurocrine’s commercial and medical infrastructure, the drug is expected to reach more patients and drive long-term value.

“This transaction will advance Neurocrine's mission to deliver life-changing treatments while accelerating our revenue growth and portfolio diversification strategy,” said Kyle W. Gano, chief executive officer of Neurocrine Biosciences. He added that the company aims to expand access to VYKAT XR while reinforcing its leadership in transformative medicines.

Anish Bhatnagar, Chairman and Chief Executive Officer of Soleno Therapeutics, said Neurocrine is well positioned to scale the therapy’s reach, citing its expertise in endocrinology and successful track record in commercial launches.

Prader-Willi syndrome is a rare genetic disorder affecting around 10,000 individuals in the United States. It is characterised by neurological, behavioural and metabolic challenges, with hyperphagia causing persistent hunger and life-threatening complications. The condition significantly impacts quality of life and is associated with increased morbidity and mortality.

Following the acquisition, Neurocrine will expand its portfolio to include three marketed, first-in-class therapies: Ingrezza, a treatment for tardive dyskinesia and Huntington’s disease-related chorea; Crenessity, approved for congenital adrenal hyperplasia; and VYKAT XR. Together, these therapies are expected to drive sustained revenue growth through the end of the decade.

The transaction is also expected to enhance Neurocrine’s long-term growth profile by diversifying its revenue base, expanding its commercial reach, and generating operational efficiencies through integration. VYKAT XR’s strong intellectual property protection, extending into the mid-2040s, is expected to provide a durable platform for value creation.

Under the agreement, Neurocrine will launch a cash tender offer to acquire all outstanding Soleno shares at a 34 percent premium to the company’s closing price on April 2, 2026, and a 51 percent  premium to its 30-day volume-weighted average price. The deal, approved by both companies’ boards, is expected to close within 90 days, subject to regulatory approvals and customary conditions.

The acquisition will be funded through cash on hand, with Neurocrine planning to optimise  its capital structure through a modest amount of debt. Financial advisory support for the transaction includes Goldman Sachs for Neurocrine and Centerview Partners and Guggenheim Securities for Soleno.

The deal marks a significant step in Neurocrine’s strategy to build a diversified pipeline of therapies targeting complex neurological and endocrine disorders, while accelerating innovation in the rare disease space.