Latham and Covington Advise on Novartis’s Acquisition of Regulus


Novartis announced plans to acquire Regulus Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company developing medicines targeting microRNAs, for $800 million. The all cash deal includes a contingent value right providing for an additional payment of $7.00 per share to Regulus shareholders, contingent upon the achievement of a milestone with respect to regulatory approval of the company’s farabursen product, which aims to treat autosomal dominant polycystic kidney disease. 

Regulus “is a biopharmaceutical company focused on the discovery and development of innovative medicines targeting microRNAs,” according to the deal’s press release. “Regulus has leveraged its oligonucleotide drug discovery and development expertise to develop a pipeline complemented by a rich intellectual property estate in the microRNA field.”

Messenger RNA (mRNA), entered popular vernacular during the covid-19 pandemic, when Moderna and Pfizer used mRNA technology in vaccines to train individuals’ immune systems to combat the spiked protein found on the covid-19 virus. The mRNA vaccines were found to be effective in preventing serious illness and death in those who contract covid-19 following immunization. However, the political implementation of the vaccine program, in conjunction with concerns regarding rare potentially dangerous inflammatory reactions to the vaccine, have led some to distrust mRNA technology.

A diagram of a vaccine

AI-generated content may be incorrect.

Source: Vanderbilt University

Hailed as a “game changing” medical breakthrough that would cure diseases ranging from the flu to cancer, mRNA vaccines differ fundamentally from traditional vaccines. While vaccines for polio or the flu introduce weakened or deactivated strains of viruses to individuals to illicit an immune response, mRNA instead delivers a message to the person’s own cells to create a protein present in part of the virus so the person’s body then recognizes it – and can more readily fight it when the actual virus is contracted.  

MicroRNA (miRNA), which it what Regulus uses in its treatments, binds to mRNA to regulate gene expression. While mRNA carries genetic information from the cell’s DNA to the ribosomes for protein synthesis, miRNA binds to these messengers – essentially changing the gene’s protein production. 

“The discovery makes it possible to manipulate which genes are activated or suppressed in cells,” according to Time. “Doing so is critical to controlling the production of proteins that in turn regulate nearly all of the body’s functions. It’s one more level of genetic control that is making the next generation of disease treatments possible.”

According to DealPulse’s M&A database, which harnesses both AI and attorneys to digest the granular deal points of publicly announced transactions, Regulus is advised by Latham & Watkins LLP, while Novartis is advised by Covington & Burling LLP.