Neurocrine Biosciences to Acquire Soleno Therapeutics for \$2.9 Billion

Key Strategic Expansion in Endocrinology and Rare Disease Portfolio – Major Shareholder Implications

Summary of the Transaction

• Neurocrine Biosciences (Nasdaq: NBIX) has entered into a definitive agreement to acquire Soleno Therapeutics (Nasdaq: SLNO) for \$53.00 per share in cash, valuing Soleno at approximately \$2.9 billion.
• The purchase price represents a 34% premium to Soleno’s closing share price on April 2, 2026, and a 51% premium to its 30-day volume-weighted average price (VWAP).
• The deal will be funded with Neurocrine’s cash on hand and a modest amount of pre-payable debt. The transaction is not subject to a financing condition.

Strategic Rationale

• VYKAT™ XR (diazoxide choline), Soleno’s flagship product, is the first and only FDA-approved treatment for hyperphagia in Prader-Willi syndrome (PWS). Since its U.S. launch in Q2 2025, VYKAT XR has seen strong adoption, generating \$190 million in 2025 sales, with \$92 million coming in Q4 alone.
• The acquisition will expand Neurocrine’s high-growth commercial portfolio to three first-in-class medicines: INGREZZA®, CRENESSITY®, and now VYKAT XR.
• With this addition, Neurocrine strengthens its leadership in endocrinology and rare disease, and further advances its strategy of portfolio diversification and durable revenue growth.
• VYKAT XR’s strong intellectual property position is expected to extend market exclusivity into the mid-2040s, underpinning long-term value creation.

Key Financial and Portfolio Highlights

• Neurocrine’s marketed portfolio for 2025 (reported revenues):
  • INGREZZA® (for tardive dyskinesia and Huntington’s disease chorea): \$2.51 billion
  • CRENESSITY® (for congenital adrenal hyperplasia): \$301 million
  • VYKAT™ XR (for PWS hyperphagia): \$190 million
• Following the acquisition, Neurocrine will have three high-value, first-in-class therapies on the market, creating a more diversified and robust revenue base.
• Integration of Soleno operations is expected to drive cost synergies and operational efficiencies by leveraging Neurocrine’s existing infrastructure.

Shareholder and Price-Sensitive Information

• The acquisition premium is significant, and the transaction is expected to close within 90 days, subject to regulatory and customary closing conditions, including antitrust review under the Hart-Scott-Rodino Act.
• This transaction is likely to be highly price-sensitive for both NBIX and SLNO shares, given the premium paid and the immediate enhancement of Neurocrine’s growth profile and revenue diversification.
• Potential risks include the possibility of competing offers, regulatory hurdles, integration challenges, and the need to realize anticipated synergies and commercial uptake of VYKAT XR.
• Soleno shareholders will have the opportunity to tender their shares for \$53.00 in cash per share. Untendered shares will be converted to cash in the subsequent merger.
• Neurocrine will host a conference call for investors to discuss the transaction and its implications.

About Prader-Willi Syndrome (PWS) and VYKAT™ XR

• PWS is a rare neurodevelopmental disorder affecting an estimated 10,000 patients in the U.S., defined by chronic, life-threatening hyperphagia (persistent, intense hunger) and significant comorbidities.
• VYKAT™ XR (diazoxide choline) is indicated for hyperphagia in adults and pediatric patients aged 4+ with PWS. It is a once-daily oral treatment. Key adverse reactions include hypertrichosis, edema, hyperglycemia, and rash.
• The drug is supported by a strong intellectual property estate, providing durable value into the mid-2040s.

Transaction Advisors

• Goldman Sachs & Co. LLC (exclusive financial advisor to Neurocrine)
• Cooley LLP (legal advisor to Neurocrine)
• Centerview Partners LLC and Guggenheim Securities, LLC (financial advisors to Soleno)
• Wilson Sonsini Goodrich & Rosati (legal counsel to Soleno)

Forward-Looking Statements and Risks

• The transaction is subject to customary closing conditions, regulatory approvals, and the absence of competing proposals.
• Risks include integration challenges, regulatory delays, potential litigation, and the need to achieve expected commercial and financial synergies.
• Any failure to realize anticipated benefits could impact Neurocrine’s share price.

Investor Call Information

• Neurocrine will hold a live conference call and webcast for investors. Details are available on their investor relations website.

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. The information is based on company disclosures and may contain forward-looking statements that are subject to risks and uncertainties. Investors should consult the official filings and seek professional advice before making investment decisions.

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