upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, the CVR Agreement to be entered into between Parent and a rights agent.
2.
The Offer is being made for all outstanding Shares.
3.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 29, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Regulus, Parent and Purchaser. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Regulus in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with Regulus continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Parent (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement and CVR Agreement, the “Transactions”).
4.
Regulus’ board of directors has unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable, fair to and in the best interests of Regulus and its stockholders, (ii) adopted, approved and declared advisable the Merger Agreement and the Transactions in accordance with the DGCL and approved the execution and delivery by Regulus of the Merger Agreement, the performance by Regulus of its covenants and agreements contained in the Merger Agreement and the consummation of the Offer and the Merger and the other Transactions upon the terms and subject to the conditions contained therein, (iii) resolved that the Merger be effected pursuant to Section 251(h) of the DGCL and that the Merger be effected as soon as practicable following the Acceptance Time, (iv) subject to the terms and conditions set forth in the Merger Agreement, recommended that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and (v) established that the Merger Agreement and the Transactions will not be subject to any anti-takeover laws that might otherwise apply to the Transactions.
5.
The Offer and withdrawal rights will expire at one minute past 11:59 P.M., New York City time, on June 24, 2025, unless the Offer is extended or earlier terminated.
6.
The Offer is not subject to a financing condition. The Offer is subject to the conditions described in Section 15 of the Offer to Purchase.
If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, blue sky or other valid laws of such jurisdiction. If we become aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state statute, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state.