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ForexTV

25.06.2025

Novartis announces expiration of Regulus Therapeutics tender offer - ForexTV

Basel, June 25, 2025 – Novartis today announced that its previously announced tender offer (the “Offer”) by Redwood Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Purchaser”), to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Regulus Therapeutics Inc. (“Regulus”), in exchange for (i) $7.00 in cash per share, subject to any applicable withholding and without interest thereon, plus (ii) one contingent value right (each, a “CVR”) per Share, representing the right to receive one contingent payment of $7.00 in cash, subject to any applicable withholding and without interest thereon, upon the achievement of a regulatory milestone, expired at one minute past 11:59 p.m., New York City Time, on June 24, 2025 (the “Expiration Time”). Computershare Trust Company, N.A., the depositary for the Offer, has advised that, as of the Expiration Time, approximately 56,374,397 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 74.49% of the issued and outstanding Shares immediately prior to the Expiration Time. The parties expect the transaction to close on June 25, 2025, promptly following the acceptance of all Shares validly tendered and not validly withdrawn pursuant to the Offer. Additional Information This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares or any other securities. At the time the tender offer described in this press release was commenced, Novartis and Purchaser filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the U.S. Securities and Exchange Commission (the “SEC”), and Regulus filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC, in each case with respect to the tender offer. An offer to purchase the Shares is only being made pursuant to the offer to purchase, the letter of transmittal and related offer documents filed as a part of the Schedule TO. Those materials and all other documents filed by, or caused to be filed by, Novartis, Purchaser and Regulus with the SEC are available at no charge on the SEC’s website at www.sec.gov/ or by directing such requests to the information agent for the offer, which is named in the tender offer statement. The offer to purchase and related materials also may be obtained for free under the “Investors – Financial Data” section of Novartis website at www.novartis.com/investors/financial-data/sec-filings. The solicitation/recommendation statement also may be obtained for free under the “Investors” section of Regulus’ website at ir.regulusrx.com/overview. In addition, Regulus files annual, quarterly and current reports and other information, and Novartis files annual reports and other information with the SEC, which are also available to the public at no charge at www.sec.gov. Disclaimer This press release contains statements that are not statements of historical fact, or “forward-looking statements,” including with respect to Novartis’ proposed acquisition of Regulus. Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar terms, or by express or implied discussions regarding potential marketing approvals, new indications or labeling for farabursen, regarding the proposed acquisition of Regulus and the expected timetable for completing the proposed acquisition, the benefits sought to be achieved in the proposed acquisition, or regarding potential future revenues from farabursen. You should not place undue reliance on these statements. Such forward-looking statements are based on Novartis’ current beliefs and expectations regarding future events and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that farabursen clinical trials will be successful, that farabursen will be submitted for marketing approval or approved for sale or, if approved, receive approval for any additional indications or labeling, in any market, or at any particular time, nor can there be any guarantee that, if approved, farabursen will be commercially successful in the future. Neither can there be any guarantee that the conditions to the closing of the proposed acquisition will be satisfied on the expected timetable or at all or that the expected benefits or synergies from this transaction will be achieved in the expected timeframe, or at all. In particular, expectations regarding farabursen or the transaction described in this press release could be affected by, among other things, the timing of the offer and the satisfaction of customary closing conditions, including the receipt of regulatory approvals on acceptable terms or at all; the risk that competing offers or acquisition proposals will be made; uncertainty as to whether the milestone associated with the CVR will be achieved and that holders of CVRs will receive payments in respect thereof; the effects of disruption from the transactions contemplated by the merger agreement and the impact of the announcement and pendency of the transactions on Novartis and/or Regulus’ businesses, including their relationships with employees, business partners or governmental entities; the risk that the offer or the merger may be more expensive to complete than anticipated; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; a diversion of management’s attention from ongoing business operations and opportunities as a result of the offer, the merger or otherwise; general industry conditions and competition; general political, economic and business conditions, including interest rate and currency exchange rate fluctuations; the uncertainties inherent in research and development, including clinical trial results and additional analysis of existing clinical data; regulatory actions or delays or government regulation generally; global trends toward health care cost containment, including government, payor and general public pricing and reimbursement pressures and requirements for increased pricing transparency; our ability to obtain or maintain proprietary intellectual property protection; the particular prescribing preferences of physicians and patients; general political, economic and business conditions; safety, quality, data integrity or manufacturing issues; potential or actual data security and data privacy breaches, or disruptions of our information technology systems, and other risks and factors referred to in Novartis AG’s and Regulus’ filings and reports with the SEC, including Novartis AG’s Annual Report on Form 20-F for the year ended December 31, 2024, Regulus’ Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form10-Q for the quarter ended March 31, 2025 and any subsequent filings made by either party with the SEC, available on the SEC’s website at www.sec.gov. Novartis is providing the information in this press release as of this date and Novartis does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, except to the extent required by law. About Novartis Novartis is an innovative medicines company. Every day, we work to reimagine medicine to improve and extend people’s lives so that patients, healthcare professionals and societies are empowered in the face of serious disease. Our medicines reach nearly 300 million people worldwide. Reimagine medicine with us: Visit us at https://www.novartis.com and connect with us on LinkedIn, Facebook, X/Twitter and Instagram. # # # Novartis Media RelationsE-mail: media.relations@novartis.com   Novartis Investor RelationsCentral investor relations line: +41 61 324 7944E-mail: investor.relations@novartis.com

ForexTV

07.07.2025

Shell second quarter 2025 update note - ForexTV

The following is an update to the second quarter 2025 outlook and gives an overview of our current expectations for the second quarter. Outlooks presented may vary from the actual second quarter 2025 results and are subject to finalisation of those results, which are scheduled to be published on July 31, 2025. Unless otherwise indicated, all outlook statements exclude identified items.  See appendix for the definition of the non-GAAP measure used and the most comparable GAAP measure.    Integrated Gas $ billions Q1’25 Q2’25 Outlook Comment Adjusted EBITDA: Production (kboe/d) 927 900 - 940   LNG liquefaction volumes (MT) 6.6 6.4 - 6.8   Underlying opex 1.0 1.0 - 1.2   Adjusted Earnings: Pre-tax depreciation 1.4 1.4 - 1.8   Taxation charge 0.8 0.3 - 0.6   Other Considerations: Trading & Optimisation is expected to be significantly lower than Q1’25.  Upstream $ billions Q1’25 Q2’25 Outlook Comment Adjusted EBITDA: Production (kboe/d) 1,855 1,660 - 1,760 Reflects scheduled maintenance and the completed sale of SPDC in Nigeria. Underlying opex 2.2 1.9 - 2.5   Adjusted Earnings: Pre-tax depreciation 2.2 2.0 - 2.6   Taxation charge 2.6 1.6 - 2.4   Other Considerations: The share of profit / (loss) of joint ventures and associates in Q2’25 is expected to be ~$0.2 billion. Q2’25 exploration well write-offs are expected to be ~$0.2 billion.  Marketing $ billions Q1’25 Q2’25 Outlook Comment Adjusted EBITDA: Sales volumes (kb/d) 2,674 2,600 - 3,000   Underlying opex 2.4 2.3 - 2.7   Adjusted Earnings: Pre-tax depreciation 0.6 0.5 - 0.7   Taxation charge 0.4 0.2 - 0.6   Other Considerations: Marketing adjusted earnings are expected to be higher than Q1’25.   Chemicals and Products $ billions Q1’25 Q2’25 Outlook Comment Adjusted EBITDA: Indicative refining margin* $6.2/bbl $8.9/bbl   Indicative chemicals margin* $126/tonne $166/tonne The Chemicals sub-segment adjusted earnings are expected to be a loss. Refinery utilisation 85% 92% - 96%   Chemicals utilisation 81% 68% - 72% Chemicals utilisation impacted by unplanned maintenance at Monaca. Underlying opex 2.0 1.7 - 2.1   Adjusted Earnings: Pre-tax depreciation 0.9 0.8 - 1.0   Taxation charge / (credit) 0.1 (0.3) - 0.2   Other Considerations: Trading & Optimisation is expected to be significantly lower than Q1’25. The Chemicals & Products segment adjusted earnings is expected to be below break-even in Q2’25. *See appendix  Renewables and Energy Solutions $ billions Q1’25 Q2’25 Outlook Comment Adjusted Earnings — (0.4) - 0.2 Trading & Optimisation is expected to be lower than Q1’25. Corporate $ billions Q1’25 Q2’25 Outlook Comment Adjusted Earnings (0.5) (0.6) - (0.4)   Shell Group $ billions Q1’25 Q2’25 Outlook Comment CFFO: Tax paid 2.9 2.8 - 3.6   Derivative movements — (1) - 3   Working capital (2.7) (1) - 4   Other Shell Group Considerations: -  Guidance The ‘Quarterly Databook’ contains guidance on Indicative Refining Margin, Indicative Chemicals Margin and full-year price and margin sensitivities. Consensus The company compiled consensus, managed by Vara Research, is expected to be published on July 23, 2025. Appendix Indicative Margins Chemicals & Products Q1’25 Q2’25 Updated Outlook Indicative refining margin $6.2/bbl $8.9/bbl Indicative chemicals margin $126/tonne $166/tonne The formulas for Indicative refining margin (IRM) and Indicative chemicals margin (ICM) have been updated following the completion of the Singapore divestment. Applying the previous formula for Q2’25 the IRM would have been: $7.5/bbl and the ICM $143/tonne.  Volume Data Operational Metrics Q1’25 Q2’25 QPR Outlook Q2’25 Updated Outlook Integrated Gas       Production (kboe/d) 927 890 - 950 900 - 940 LNG liquefaction volumes (MT) 6.6 6.3 - 6.9 6.4 - 6.8 Upstream       Production (kboe/d) 1,855 1,560 - 1,760 1,660 - 1,760 Marketing       Sales volumes (kb/d) 2,674 2,600 - 3,100 2,600 - 3,000 Chemicals & Products       Refinery utilisation 85% 87% - 95% 92% - 96% Chemicals utilisation 81% 74% - 82% 68% - 72% Underlying Opex Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors. For further details see the 1st Quarter 2025 unaudited results. $ billions Q1’25 Q1’25 Adjusted Q2’25 Updated Outlook Production and manufacturing expenses 5.5     Selling, distribution and administrative expenses 2.8     Research and development 0.2     Operating Expenses (Opex) 8.6 8.6   Less: Identified Items   0.1   Underlying Opex   8.5       of which:           Integrated Gas 1.0 1.0 1.0 - 1.2     Upstream 2.2 2.2 1.9 - 2.5     Marketing 2.4 2.4 2.3 - 2.7     Chemicals and Products 2.1 2.0 1.7 - 2.1     Renewables and Energy Solutions 0.7 0.7   Depreciation, depletion and amortisation $ billions Q1’25 Q1’25 Adjusted Q2’25 Updated Outlook Depreciation, Depletion & Amortisation 5.4 5.4   Less: Identified Items   0.3   Pre-tax depreciation (as Adjusted)   5.1       of which:           Integrated Gas 1.4 1.4 1.4 - 1.8     Upstream 2.2 2.2 2.0 - 2.6     Marketing 0.5 0.6 0.5 - 0.7     Chemicals and Products 1.1 0.9 0.8 - 1.0     Renewables and Energy Solutions 0.1 0.1   Taxation Charge $ billions Q1’25 Q1’25 Adjusted Q2’25 Updated Outlook Taxation Charge 4.1 4.1   Less: Identified Items and Cost of supplies adjustment   0.3   Taxation Charge (as Adjusted)   3.8       of which:           Integrated Gas 0.8 0.8 0.3 - 0.6     Upstream 3.0 2.6 1.6 - 2.4     Marketing 0.4 0.4 0.2 - 0.6     Chemicals and Products — 0.1 (0.3) - 0.2     Renewables and Energy Solutions — 0.1   Adjusted Earnings The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest. For further details see the 1st Quarter 2025 unaudited results. $ billions Q1’25 Q1’25 Adjusted Q2’25 Updated Outlook Income/(loss) attributable to Shell plc shareholders 4.8 4.8   Add: Current cost of supplies adjustment attributable to Shell plc shareholders   —   Less: Identified items attributable to Shell plc shareholders   (0.8)   Adjusted Earnings   5.6       of which:           Renewables and Energy Solutions (0.2) — (0.4) - 0.2     Corporate (0.5) (0.5) (0.6) - (0.4) Enquiries Media International: +44 (0) 207 934 5550 Media U.S. and Canada: Contact form Cautionary Note The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties.  The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest. The numbers presented in this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures due to rounding. Forward-Looking statementsThis announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; “aspire”; “aspiration”; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F and amendment thereto for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, July 7, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement. Shell’s net carbon intensityAlso, in this announcement we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries. Shell’s net-zero emissions targetShell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our Scope 1, Scope 2 and NCI targets over the next ten years.  However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target. Forward-Looking Non-GAAP measures This announcement may contain certain forward-looking non-GAAP measures such as Adjusted Earnings, Adjusted EBITDA, Cash flow from operating activities excluding working capital movements, Cash capital expenditure, Net debt and Underlying operating expense. Adjusted Earnings and Adjusted EBITDA are measures used to evaluate Shell’s performance in the period and over time.The “Adjusted Earnings” and Adjusted EBITDA are measures which aim to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. Adjusted Earnings is defined as income/(loss) attributable to shareholders adjusted for the current cost of supplies and excluding identified items. “Adjusted EBITDA (CCS basis)” is defined as “Income/(loss) for the period” adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Cash flow from operating activities excluding working capital movements is a measure used by Shell to analyse its operating cash generation over time excluding the timing effects of changes in inventories and operating receivables and payables from period to period. Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities. Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risks relating to debt, and associated collateral balances. Underlying operating expenses is a measure of Shell’s cost management performance and aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors. Underlying operating expenses comprises the following items from the Consolidated statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses and removes the effects of identified items such as redundancy and restructuring charges or reversals, provisions or reversals and others. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.The contents of websites referred to in this announcement do not form part of this announcement. We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC.  Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov. LEI number of Shell plc: 21380068P1DRHMJ8KU70

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