KalVista Pharmaceuticals common shares delisted from Nasdaq after Chiesi acquisition closes
KalVista Pharmaceuticals completed its acquisition by Chiesi Farmaceutici S.p.A. on June 11, 2026, with KalVista shareholders receiving $27.00 per share in cash. The tender offer was completed with approximately 77.8% of outstanding shares tendered, followed by a merger that converted remaining shares into the same cash consideration. KalVista shares ceased trading on Nasdaq Global Market effective prior to the opening of trading on June 11, 2026, and the company requested Nasdaq file a Form 25 to remove shares from listing and deregister them under Section 12(b) of the Exchange Act.
Key facts
- Merger consideration: $27.00 per share in cash
- Tender offer acceptance: approximately 77.8% of KalVista's outstanding shares
- Trading halted effective prior to opening on June 11, 2026
- Form 25 filing requested to remove listing on The Nasdaq Global Market
- Acquirer: Chiesi Farmaceutici S.p.A., an Italian biopharmaceutical group
- Convertible Notes conversion right: $1,606.28 per $1,000 principal amount (Conversion Rate × $27.00 Merger Consideration)
- Make-Whole Fundamental Change conversion right: $1,739.78 per $1,000 principal amount
- Merger Agreement dated April 29, 2026
- Company intends to file Form 15 to terminate Exchange Act registration and suspend reporting obligations
Why it matters
KalVista is now a wholly owned subsidiary of Chiesi and has lost its public market listing; shareholders have no further trading opportunity at $27.00 or higher, and the company will no longer be subject to SEC periodic reporting requirements after Form 15 effectiveness.
Developing story
- 25-NSE
- 8-Kthis filing
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Derived from 8-K filed 2026-06-11. Not investment advice. View the source filing on SEC.gov →