Neurocrine Biosciences has entered into a definitive agreement to acquire Soleno for USD 53.00 per share in cash, representing a total transaction equity value of USD 2.9 billion.

The acquisition of Soleno and the addition of VYKAT XR (diazoxide choline), a first-in-class therapy to treat hyperphagia, the defining feature of Prader-Willi Syndrome (PWS), will expand Neurocrine's portfolio of innovative medicines and strengthen its leadership position in endocrinology and rare disease. Since its US Food and Drug Administration (FDA) approval and successful US launch in the second quarter of 2025, VYKAT XR has demonstrated strong early adoption, generating USD 190 million in 2025 revenue, including USD 92 million for Soleno in the fourth quarter alone. When supported by Neurocrine's medical and commercial infrastructure, VYKAT XR is expected to continue to improve care for patients with PWS while delivering long-term value to Neurocrine shareholders following the close of the transaction.

"This transaction will advance Neurocrine's mission to deliver life-changing treatments while accelerating our revenue growth and portfolio diversification strategy. We share the Soleno team's deep commitment to the Prader-Willi Syndrome community and look forward to leveraging our experience and capabilities to expand VYKAT XR's reach to benefit more patients, while further strengthening Neurocrine's leadership in delivering transformative medicines," said Kyle W. Gano, Ph.D., Chief Executive Officer, Neurocrine Biosciences.

PWS is a rare genetic neurodevelopmental disorder caused by an abnormality in gene expression on chromosome 15 that affects about 10,000 patients in the US. The disease is characterised by neurological, behavioural and metabolic dysfunction. Its defining feature is hyperphagia, a chronic, life-threatening condition marked by a persistent hunger that drives compulsive, food-seeking behaviour. Individuals with PWS also commonly experience cognitive impairment and a range of psychiatric and behavioural challenges. Together, these symptoms can severely diminish quality of life for individuals with PWS and their families, with hyperphagia driving significant morbidity and mortality.

"Neurocrine is the right strategic partner to expand the reach of VYKAT XR in the Prader-Willi Syndrome community given their experience in endocrinology and rare disease and their proven ability to execute successful commercial launches. We are excited to accelerate VYKAT XR's impact for PWS patients following completion of the transaction by leveraging Neurocrine's strong commercial capabilities," said Anish Bhatnagar, M.D., Chairman and Chief Executive Officer (CEO), Soleno.

Under the terms of the merger agreement, Neurocrine, through a subsidiary, will commence a cash tender offer to acquire all of the outstanding shares of Soleno's common stock at a price of USD 53.00 per share, representing a premium of approximately 34 percent to Soleno's closing share price on April 2, 2026, and a premium of 51 percent to Soleno's 30-day Volume-Weighted Average Price (VWAP). The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions.

Following the successful completion of the tender offer, a wholly owned subsidiary of Neurocrine will merge with Soleno and the outstanding Soleno shares not tendered in the tender offer will be converted into the right to receive the same USD 53.00 per share in cash paid in the tender offer. The transaction will be funded with cash on hand and Neurocrine plans to optimise its capital structure by taking on a modest amount of pre-payable debt. The transaction is not subject to any financing condition.

The boards of directors of both companies have approved the transaction, which is expected to close within 90 days of this announcement, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.