Neurocrine Biosciences said it has agreed to buy Soleno Therapeutics for $53 per share in cash, a transaction that would add Soleno’s VYKAT XR to Neurocrine’s endocrinology and rare-disease portfolio. The companies said both boards approved the deal on April 6, 2026.
Neurocrine Biosciences said on Monday that it has entered into a definitive agreement to acquire Soleno Therapeutics in an all-cash transaction valued at about $2.9 billion. The companies said the deal was announced from San Diego and Redwood City, California, and that it will be carried out through a cash tender offer followed by a merger if the offer is completed.
Key insights
- Neurocrine will acquire all outstanding Soleno shares for $53.00 per share in cash, the companies said.
- The transaction values Soleno at approximately $2.9 billion in equity value.
- Neurocrine said the deal adds VYKAT XR, Soleno’s treatment for hyperphagia in Prader-Willi syndrome.
- The companies said both boards of directors approved the transaction.
- Neurocrine said the tender offer is subject to customary closing conditions, including a majority tender and regulatory clearance under the Hart-Scott-Rodino Act.
- The companies said the deal is expected to close within 90 days of the announcement, subject to those conditions.
Deal terms
Under the merger agreement, Neurocrine, through a subsidiary, will commence a cash tender offer to acquire all outstanding shares of Soleno common stock at $53.00 per share. Neurocrine said the price represents a premium of about 34% to Soleno’s closing share price on April 2, 2026, and a premium of 51% to Soleno’s 30-day volume-weighted average price.
After the tender offer is completed, Neurocrine said a wholly owned subsidiary will merge with Soleno and any shares not tendered will be converted into the right to receive the same $53.00 per share in cash. The company said the transaction will be funded with cash on hand and that it plans to optimize its capital structure with a modest amount of pre-payable debt. Neurocrine also said the deal is not subject to a financing condition.
The companies said the tender offer has not yet commenced. According to the press release and the SEC filing, Neurocrine and Soleno will file the required tender-offer materials with the Securities and Exchange Commission when the offer begins, and Soleno will file its recommendation statement at that time.
What Soleno adds
Soleno’s lead product, VYKAT XR (diazoxide choline), is described by the companies as the first and only FDA-approved treatment for hyperphagia in Prader-Willi syndrome in the United States. The press release said VYKAT XR is Soleno’s first commercial product and a once-daily oral treatment for adults and children ages 4 and older with Prader-Willi syndrome.
Neurocrine said the addition of VYKAT XR expands its portfolio of medicines in endocrinology and rare disease. In the company’s release, Neurocrine said it already markets INGREZZA for tardive dyskinesia and chorea associated with Huntington’s disease, and CRENESSITY for classic congenital adrenal hyperplasia, and that VYKAT XR would become a third marketed, first-in-class therapy once the transaction closes.
The company also said VYKAT XR has an intellectual-property estate expected to extend into the mid-2040s. Neurocrine said the acquisition is intended to broaden its commercial portfolio and strengthen its position in endocrinology and rare disease, though the company framed those statements as part of its announcement rather than as completed results.
Companies’ statements and background
In its announcement, Neurocrine said the acquisition fits with its existing work in neuroscience and endocrinology. Soleno’s chief executive, Anish Bhatnagar, said in the release that Neurocrine is a strategic partner to expand the reach of VYKAT XR, while Neurocrine chief executive Kyle Gano said the transaction advances the company’s mission and portfolio strategy. Those remarks were included in the companies’ joint release.
The companies said the boards of directors of both Neurocrine and Soleno approved the agreement before the announcement. Neurocrine also said it expects the transaction to close within 90 days, subject to customary closing conditions and regulatory approvals.
The SEC filing issued by Neurocrine on April 6 says the companies had entered into a merger agreement and that a separate investor presentation was made available the same day. The filing also states that certain Soleno stockholders entered into support agreements covering about 1.01% of Soleno’s outstanding shares as of April 5, 2026.
Regulatory process and next steps
According to the company release and the SEC filing, the tender offer remains subject to standard closing requirements, including the tender of at least a majority of Soleno’s outstanding shares and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Neurocrine said there is no financing condition attached to the deal.
The company said the tender offer materials will be filed with the SEC and made available to Soleno stockholders once the offer begins. Soleno is expected to file a Schedule 14D-9 recommending how shareholders should respond to the offer, according to the release and the SEC filing.
Neurocrine and Soleno have a signed definitive agreement, approved by both boards, but the acquisition is not yet complete. The companies said the transaction will proceed through a tender offer and then a merger if the required conditions are satisfied.
