Chiesi Group Announces Definitive Agreement to Acquire KalVista Pharmaceuticals for \$1.9 Billion

Key Highlights

• Acquisition Price: Chiesi Group will acquire KalVista Pharmaceuticals (Nasdaq: KALV) at \$27.00 per share in cash, representing an equity consideration of approximately \$1.9 billion.
• Premium Offered: The offer price represents a 36% premium to KalVista’s 30-day volume-weighted average share price as of April 28, 2026.
• Transaction Timeline: The deal is expected to close in Q3 2026, pending regulatory and customary conditions.
• Unanimous Approval: Both Chiesi’s and KalVista’s Boards of Directors have unanimously approved the transaction.
• Strategic Expansion: Chiesi’s rare immunology portfolio will be strengthened by acquiring EKTERLY® (sebetralstat), the first oral, on-demand therapy for hereditary angioedema (HAE).
• Commercial Impact: Sebetralstat launched in the US in July 2025, achieving \$49 million in sales in 2025 and is approved in multiple major global markets.

Transaction Details

• Chiesi will initiate a tender offer to acquire all outstanding shares of KalVista for \$27.00 per share in cash. No financing condition applies to this offer.
• Following successful completion of the tender, Chiesi will acquire any remaining shares through a second-step merger at the same offer price.
• Transaction closing is subject to regulatory approvals, the tender of at least a majority of outstanding KalVista shares, and other customary conditions.
• Financial and legal advisors include Lazard and Ropes & Gray for Chiesi; Centerview Partners, Kirkland & Ellis, Fenwick & West, and Jefferies for KalVista.

Strategic Rationale and Commercial Potential

Chiesi’s acquisition of KalVista marks its largest deal to date and is a cornerstone for its long-term ambitions in rare diseases. The deal will significantly expand Chiesi’s commercial infrastructure and market presence in the United States. EKTERLY® (sebetralstat) is a differentiated oral, on-demand treatment for hereditary angioedema (HAE) in adults and adolescents (12+), with ongoing studies for pediatric use (ages 2–11). The therapy is already approved in the US, UK, EU, Japan, and other regions; additional regulatory applications are under review.

Sebetralstat’s strong uptake in the US market and anticipated global expansion are expected to contribute meaningfully to Chiesi’s 2030 strategic revenue target of €6 billion. The acquisition also enhances Chiesi’s rare immunology capabilities and aligns closely with its mission to improve access and outcomes for patients with rare diseases.

Leadership Commentary

Jean-Marc Bellemin, Chiesi Group’s CFO and Interim Group CEO (from May 15, 2026), stated, “This acquisition supports our strategy to accelerate impact in rare diseases by bringing together science, innovation and expertise to address areas of highest unmet need.”

Giacomo Chiesi, Executive VP, Chiesi Global Rare Diseases, commented, “This acquisition is a strong strategic fit for our rare disease portfolio and reflects our commitment to people living with rare conditions. In HAE, patients continue to face significant unmet needs, and KalVista’s innovation meaningfully expands our presence in rare immunology.”

Ben Palleiko, CEO of KalVista, said, “Following a thorough review of strategic opportunities, our Board determined that this transaction maximizes shareholder value, delivering a meaningful all-cash premium to our shareholders. With Chiesi’s global infrastructure and commercial capabilities, we are confident in their ability to expand access to sebetralstat for people living with HAE worldwide.”

Shareholder Information & Price Sensitivity

• Immediate Shareholder Impact: The \$27.00 per share cash offer provides a substantial premium to recent trading prices, directly benefitting existing shareholders.
• Tender Offer Mechanics: The transaction is structured as a tender offer, requiring the majority of outstanding shares to be tendered. If successful, remaining shares will be acquired via merger at the same price.
• Regulatory Process: The acquisition is subject to regulatory approvals and other customary conditions. Any delays or issues in approvals could affect the timing or completion of the deal.
• Competing Offers: There is a possibility of competing offers, which could influence share value and transaction outcome.
• Forward-Looking Statements: Investors should note the risks and uncertainties associated with the transaction, including regulatory reviews, market adoption, integration success, and possible business effects outside the companies’ control.
• Regulatory Filings: Detailed offer materials, including Schedule TO and Schedule 14D-9, will be filed with the SEC. Investors are urged to read these documents carefully before making any decisions regarding their shares.

Product and Market Overview

• EKTERLY® (sebetralstat): Sebetralstat is a novel plasma kallikrein inhibitor approved for acute attacks of hereditary angioedema (HAE) in patients aged 12 and older, with expansion plans for pediatric populations.
• Global Reach: The drug is approved in the US, EU, UK, Switzerland, Australia, Singapore, and Japan. Regulatory filings for pediatric use and in other markets are ongoing.
• Market Performance: After its US launch in July 2025, sebetralstat achieved \$49 million in sales in 2025, indicating strong initial uptake and growth potential.
• Rare Disease Focus: Chiesi Global Rare Diseases aims to ensure equal access, collaborating with the rare disease community globally.

Forward-Looking Risks and Considerations

The transaction involves substantial risks and uncertainties, including the timing and completion of the tender offer and merger, the satisfaction of closing conditions, regulatory approvals, competing offers, integration success, and the commercial performance of EKTERLY®. Shareholders are advised to monitor regulatory filings and updates.

Contact Information

Chiesi Group Contacts:
Anna Bonisoli Alquati, Head of Global External Communications: [email protected]
Chiara Travagin, Head of Global Communications, Rare: [email protected]
Michela Lijoi, Global External Communications Sr. Manager: [email protected]
KalVista Contacts:
Ryan Baker, Head, Investor Relations: [email protected]
Molly Cameron, Senior Director, Corporate Affairs: [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are urged to review all regulatory filings and offer materials, including Schedule TO, Schedule 14D-9, and other documents filed with the SEC, before making any decisions regarding their shares. There are risks and uncertainties associated with the transaction, including regulatory approvals, market conditions, and integration of the businesses. Past performance is not indicative of future results.

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