Neurocrine to Buy Soleno for $2.9 Billion

Rare Daily Staff

Neurocrine Biosciences said it will buy Soleno Therapeutics for $2.9 billion in cash, adding the first and only approved treatment for the relentless hunger associated with Prader–Willi syndrome to its growing rare disease portfolio.

The acquisition centers on Vykat XR, a once‑daily, extended‑release tablet of diazoxide choline that in 2025 became the first and only U.S. Food and Drug Administration–approved treatment for hyperphagia in adults and children 4 and older with Prader–Willi syndrome. Hyperphagia—an intense, persistent hunger that drives compulsive food‑seeking behavior—is considered the defining and most dangerous symptom of the rare genetic disorder, contributing to obesity, diabetes, and life‑threatening events such as choking or stomach rupture.

Soleno recorded $190 million in Vykat XR revenue in 2025, including $92 million in the fourth quarter, reflecting rapid uptake after the U.S. launch in the second quarter of last year. Neurocrine said Vykat XR, backed by patents expected to run into the mid‑2040s, is positioned as the foundational first‑line therapy for Prader–Willi syndrome and will be supported by its larger medical and commercial infrastructure.

Under the agreement, Neurocrine will acquire all outstanding shares of Soleno for $53 a share in cash, a 34 percent premium to Soleno’s April 2 closing price and a 51 percent premium to its 30‑day volume‑weighted average price. Neurocrine will fund the acquisition with cash on hand and a modest amount of prepayable debt.

Neurocrine will launch the tender offer through a subsidiary, with closing contingent on a majority of Soleno shares being tendered and expiration or termination of the waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act, among other customary conditions. Both companies’ boards have approved the transaction, which is expected to close within 90 days.

With Soleno, Neurocrine will have three marketed, first‑in‑class medicines across neurology and endocrinology. Its flagship drug, Ingrezza, a VMAT2 inhibitor for tardive dyskinesia and chorea associated with Huntington’s disease, generated $2.51 billion in revenue in 2025. Crenessity, approved in December 2024 for classic congenital adrenal hyperplasia due to 21‑hydroxylase deficiency, brought in $301 million last year.

Neurocrine said adding Vykat XR will diversify and strengthen its revenue base through the end of the decade, while reinforcing its focus on conditions at the intersection of neuroscience and endocrinology. Integration of Soleno’s operations is expected to yield cost synergies and operational efficiencies as Neurocrine leverages its existing infrastructure, according to the companies.

“This transaction will advance Neurocrine’s mission to deliver life‑changing treatments while accelerating our revenue growth and portfolio diversification strategy,” said Kyle Gano, Neurocrine’s CEO. He said the company plans to use its experience with rare endocrine and neurological disorders to expand access to Vykat XR and “benefit more patients” living with Prader–Willi syndrome.