Novartis Secures Landmark $12 Billion Acquisition of Avidity Biosciences

Avidity Biosciences US05370A1088

The proposed multi-billion dollar merger between pharmaceutical giant Novartis and biotechnology firm Avidity Biosciences is progressing toward a final shareholder vote. Following the release of definitive proxy materials last Friday, the timeline for the $12 billion transaction is now clear. Investors face a dual decision on February 23, 2026, voting not only on the sale but also on the strategic spin-off of the company's cardiology research division.

Under the terms agreed upon in October 2025, Novartis will pay $72.00 per share in cash to acquire Avidity. The board of directors has unanimously recommended that shareholders approve the offer. A key component of the deal involves the separation of Avidity's early-stage precision cardiology research programs into a new, independent entity named Atrium Therapeutics.

Shareholders will receive one share of Atrium Therapeutics for every ten Avidity shares they hold. However, a provision states that if these cardiology assets are sold to a third party before the merger closes, shareholders will instead receive a proportional cash payment from the net proceeds. This structure allows Novartis to concentrate on integrating Avidity's core neuromuscular RNA therapeutics platform while preserving the potential value of the cardiology pipeline for existing investors.

Strategic Rationale and Clinical Milestones

The acquisition is driven by Novartis's desire to obtain Avidity's proprietary AOC (Antibody Oligonucleotide Conjugates) platform. This technology is designed to deliver RNA-based therapies directly into muscle tissue. Novartis plans to merge this capability with its existing neuroscience portfolio to advance more precise genetic medicines.

Clinical development continues concurrently with the merger process. Avidity is preparing its first Biologics License Application (BLA) for del-zota, a treatment for Duchenne muscular dystrophy. Submission is targeted for the first quarter of 2026, which would initiate a series of three planned regulatory filings within a twelve-month period.

Path Forward and Upcoming Events

Final approval of the acquisition is anticipated in the first half of 2026, contingent on a favorable shareholder vote in February. Notably, just three days after the pivotal vote on February 26, 2026, the company is scheduled to report its latest quarterly earnings. This update will provide further operational details ahead of the anticipated ownership transition.

Key Deal Points:
* Cash Offer: $72.00 per share
* Total Value: Approximately $12 billion
* Shareholder Vote: February 23, 2026
* Spin-Off: Atrium Therapeutics shares distributed at a 1:10 ratio
* Near-Term Catalyst: BLA filing for del-zota in Q1 2026

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