Novartis has agreed to acquire Avidity Biosciences, an RNA-focused bio/pharmaceutical company, for $12 billion to boost Novartis late-stage neuroscience pipeline. 

Avidity is developing RNA therapeutics, antibody oligonucleotide conjugates (AOCs), for treating rare genetic neuromuscular diseases. The AOC platform combines the tissue specificity of monoclonal antibodies with oligonucleotide payloads to target delivery to previously hard-to-reach muscle cells, according to information from Novartis.  

The pending acquisition will provide Novartis with three late-stage drug candidates: (1) delpacibart etedesiran for treating myotonic dystrophy Type 1, a rare progressive neuromuscular disorder; (2) delpacibart braxlosiran for treating facioscapulohumeral muscular dystrophy,a rare hereditary disorder causing loss of muscle function and progressive disability; and (3) delpacibart zotadirsen for treating Duchenne muscular dystrophy, an early-onset disease marked by progressive muscle damage and reduced life expectancy.  

Prior to the closing of the merger, Avidity will transfer to SpinCo, a wholly owned subsidiary of Avidity, the early-stage precision cardiology programs and collaborations of Avidity. The transfer includes certain Avidity assets whose transfer will trigger a right of first negotiation with an existing collaboration partner of Avidity. Holders of Avidity common stock will receive the following: (1) a distribution of one share of SpinCo for every 10 shares of Avidity they hold; and/or (2) a pro rata cash distribution of the proceeds received by Avidity prior to the closing if certain SpinCo assets are, or SpinCo itself is, sold to a third party. 

SpinCo will focus on Avidity’s early-stage programs in precision cardiology. Key programs include AOC 1086 and AOC 1072, which target rare genetic cardiomyopathies, including phospholamban and protein kinase AMP-activated non-catalytic subunit Gamma 2 Syndrome, respectively. SpinCo will also encompass collaborations with Bristol Myers Squibb and Eli Lilly and Company and hold rights to continue the development of Avidity’s proprietary platform, including technology improvements, for applications in the cardiology field. SpinCo will be led by Kathleen Gallagher, currently Avidity’s Chief Program Officer, as Chief Executive Officer (CEO). Sarah Boyce, currently Avidity’s CEO, will serve as Chair of the Board. 

Under the transactions, which have been unanimously approved by the Boards of Directors of both companies, Novartis, through a merger with a newly formed indirect wholly owned subsidiary, will acquire all outstanding shares of Avidity, with the holders of Avidity common stock receiving $72.00 per share in cash at closing and representing an enterprise value of approximately $11 billion at the expected closing date and total considerations at closing of $12 billion. 

The acquisition by Novartis of Avidity is subject to the completion of a spin-off or a sale of SpinCo and other customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity stockholders. The companies expect the merger to close in the first half of 2026. Until closing, Novartis and Avidity will continue to operate as separate and independent companies. 

Source: Novartis and Avidity Biosciences