Neurocrine to Acquire Soleno Therapeutics in \$2.9 Billion Deal, Expanding Leadership in Endocrinology and Rare Disease Markets

Key Highlights

• Acquisition Details: Neurocrine Biosciences (Nasdaq: NBIX) has entered into a definitive agreement to acquire Soleno Therapeutics (Nasdaq: SLNO) for \$53.00 per share in cash, representing a total equity transaction value of \$2.9 billion.
• Premium Offered: The offer represents a 34% premium over Soleno’s closing share price on April 2, 2026, and a 51% premium to the 30-day volume-weighted average price (VWAP), making this a highly attractive deal for Soleno shareholders.
• Strategic Portfolio Expansion: The acquisition adds VYKAT^TM XR (diazoxide choline), the first and only FDA-approved treatment for hyperphagia in Prader-Willi Syndrome (PWS), to Neurocrine’s commercial portfolio, which already includes INGREZZA^® and CRENESSITY^®.
• Revenue Impact: Since its U.S. launch in Q2 2025, VYKAT XR generated \$190 million in 2025 revenue, with \$92 million in Q4 alone, indicating strong early adoption and significant commercial potential.
• IP Protection: VYKAT XR benefits from a robust intellectual property estate, expected to extend into the mid-2040s, ensuring durable value creation and revenue protection.
• Financial Strength: The acquisition will be funded with cash on hand and a modest amount of pre-payable debt; no financing condition is attached to the deal.

Strategic Rationale and Shareholder Considerations

• This acquisition positions Neurocrine as a leader in endocrinology and rare disease, with a diversified portfolio of three marketed, first-in-class therapies: INGREZZA, CRENESSITY, and VYKAT XR.
• INGREZZA, the VMAT2 inhibitor for tardive dyskinesia and Huntington’s chorea, generated \$2.51 billion in 2025 revenue. CRENESSITY, approved in December 2024 for classic congenital adrenal hyperplasia (CAH), generated \$301 million in 2025 revenue.
• VYKAT XR is poised to be the foundational first-line therapy for PWS, supported by strong early sales and long-term patent protection.
• The transaction is expected to immediately enhance Neurocrine’s growth profile and provide a more diversified and durable revenue base, expanding the company’s commercial reach and scale to support ongoing innovation.
• Integration with Neurocrine’s infrastructure is anticipated to drive cost synergies and operational efficiencies.

Transaction Structure and Timing

• The acquisition will proceed via a cash tender offer for all outstanding shares of Soleno. Following a successful tender, any remaining shares will be converted to the same \$53.00/share in cash via a merger.
• The deal is subject to customary closing conditions, including regulatory approvals and the tender of at least a majority of outstanding Soleno shares. It is expected to close within 90 days of announcement.
• Both companies’ boards of directors have approved the transaction.

Potential Impact on Shareholders and Share Price

• For Soleno shareholders: The substantial premium to market price provides immediate value realization. Shareholders should monitor tender offer documents and consider key dates and conditions for participation.
• For Neurocrine shareholders: The deal accelerates revenue growth and portfolio diversification. However, integration execution, regulatory approval, and the pace of VYKAT XR’s market adoption are important variables that could influence future performance and share price.
• Significant transaction costs, integration challenges, or any regulatory delays could impact the anticipated strategic and financial benefits.

About VYKAT XR and Prader-Willi Syndrome (PWS)

• VYKAT XR (diazoxide choline) extended-release tablets is indicated for hyperphagia in adults and pediatric patients 4 years and older with PWS. This once-daily oral therapy addresses the defining, life-threatening symptom of PWS: chronic, persistent hunger.
• PWS is a rare neurodevelopmental disorder, affecting about 10,000 individuals in the U.S., with significant morbidity and mortality associated with hyperphagia.
• VYKAT XR is contraindicated in patients with known hypersensitivity to diazoxide or thiazides, and key warnings include risks of hyperglycemia (including diabetic ketoacidosis) and fluid overload/edema. The most common adverse events (≥10%) were hypertrichosis, edema, hyperglycemia, and rash.

Next Steps and Investor Actions

• Neurocrine will host a conference call and webcast for investors and analysts at 8:00 a.m. ET on the day of the announcement.
• Shareholders and investors are urged to review the upcoming tender offer materials and the Solicitation/Recommendation Statement on Schedule 14D-9, which will be filed with the SEC and made available at www.sec.gov, Neurocrine’s investor website, and Soleno’s investor website.

Important Risks and Forward-Looking Statements

• The deal is subject to uncertainties including the outcome of the tender offer, regulatory and closing conditions, integration risks, potential litigation, and the pace of VYKAT XR market uptake.
• Failure to realize anticipated benefits or delays in closing could impact Neurocrine’s share price. Investors should review all risk factors disclosed in filings with the SEC.

Advisors

• Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Neurocrine, with Cooley LLP as legal counsel. Soleno is advised by Centerview Partners LLC, Guggenheim Securities, and Wilson Sonsini Goodrich & Rosati.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. The information is based on public statements and filings as of the date of publication. Investors should review official SEC filings and consult their financial advisors before making any investment decisions.

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