Kirkland Advises Avidity on $12 Billion Sale to Novartis

Kirkland & Ellis advised Avidity Biosciences, Inc. (Nasdaq: RNA), a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates, on a definitive merger agreement to be acquired by Novartis AG. The acquisition will follow the separation of Avidity's early-stage precision cardiology programs into SpinCo, which is expected to be a publicly traded company.

Pursuant to the terms of the merger agreement, holders of Avidity common stock will receive $72.00 per share in cash at closing, valuing the company at approximately $12 billion on a fully diluted basis. Avidity stockholders will also receive consideration for the separation of the SpinCo business. SpinCo is expected to begin trading as a new public company following the spin-off and capitalized with $270 million in cash. The acquisition by Novartis of Avidity is subject to the completion of the separation of SpinCo and other customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity's stockholders. The companies expect the transactions to close in the first half of 2026.

Read the transaction press release

The Kirkland team included corporate lawyers Graham Robinson, Laura Knoll, Greg Schuster, Merric Kaufman, Imran Malek, Bri Langa, Zohra Yaqhubi, Lara Pillay, Amy Tong and Audrey Lee; capital markets lawyers Jen Lee, Tamar Donikyan and Christina Thomas; healthcare lawyers Dennis Williams, Will Richmond and Robert Kantrowitz; technology & IP transactions lawyers Shellie Freedman, David MacDonald and Rami Sherman; litigation lawyers Stefan Atkinson and Jace Cearley; IP litigation lawyer Daniel Lim; employee benefits lawyer Justin Coddington; executive compensation lawyers Timothy Nelson and Stephanie Jeane; antitrust & competition lawyers Ian John, Stephen Mohr and Rebekah Scherr; international trade & national security lawyer John Kabealo; real estate lawyer Roberto Miceli; and tax lawyers Dean Shulman and Liam Murphy.