Biopharmaceutical company Avidity Biosciences has entered into a definitive merger agreement with Novartis, pending customary closing conditions and the planned separation of Avidity’s early-stage precision cardiology programs into a new publicly-traded entity. Under the terms of the deal, Avidity shareholders will receive $72 per share in cash, valuing the company at approximately $12 billion on a fully diluted basis.
The offer represents a premium of roughly 46% over Avidity’s closing share price of $49.15 on October 24, 2025, and approximately 62% over the 30-day volume-weighted average price of $44.42.
The acquisition will give Novartis access to Avidity’s late-stage pipeline in neuromuscular disorders, including three clinical-stage programs (delpacibart zotadirsen for Duchenne muscular dystrophy; delpacibart etedesiran for myotonic dystrophy type 1; and delpacibart braxlosiran for facioscapulohumeral muscular dystrophy).
Avidity expects to spin off its early-stage precision cardiology programs—collectively forming “SpinCo”—which will be led by Kathleen Gallagher as CEO. Avidity CEO Sarah Boyce will serve as chair of SpinCo’s board. SpinCo is expected to begin trading publicly following the spin-off, capitalized with approximately $270 million in cash.
Before the merger closing, Avidity will transfer its early-stage precision cardiology assets and collaborations (including agreements with Bristol Myers Squibb and Eli Lilly) into SpinCo. Avidity stockholders will receive one share of SpinCo for every ten shares of Avidity they hold, and/or a pro-rata cash distribution of proceeds if SpinCo assets are sold to a third party. The transaction is expected to close in the first half of 2026, subject to regulatory approvals, separation of SpinCo, and shareholder approval. Until that time, Novartis and Avidity will operate as separate companies.
With this acquisition, Novartis gains Avidity’s proprietary Antibody Oligonucleotide Conjugate (AOC) platform—designed to deliver RNA therapeutics directly to muscle tissue—and three late-stage neuromuscular programs, reinforcing its strategy to diversify into rare disease therapies.
Avidity’s neuroscience programs will transfer to Novartis, while its precision-cardiology suite will remain with SpinCo. The deal marks one of Novartis’s largest to date and is aligned with the company’s ambition to bolster its pipeline ahead of imminent patent expirations.
Advisors: Goldman Sachs and Barclays Capital are serving as financial advisors to Avidity, and Kirkland & Ellis as its legal advisor.
KEY QUOTES:
“Avidity has expanded the possibilities of what RNA therapeutics can deliver to patients by advancing innovative science and creating an organization with a strong commitment to providing access to our potential medicines. We are confident that this transaction with Novartis maximizes value for our investors and will support the global expansion of our neuroscience pipeline.”
Sarah Boyce, President and Chief Executive Officer, Avidity Biosciences
“We have already seen the tremendous impact targeted delivery of RNA therapeutics to muscle can have for people living with rare diseases based on the impressive advancements Avidity has made with its neuroscience programs. Avidity’s precision cardiology pipeline is poised to progress rapidly, and I am excited to lead the team that will build on our groundbreaking AOC platform with the potential to address high unmet need in cardiovascular diseases.”
Kathleen Gallagher
