KALV KalVista Pharmaceuticals, Inc.

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Executive Summary

Chiesi Farmaceutici S.p.A. completed its acquisition of KalVista Pharmaceuticals for $27.00 per share in cash through a tender offer and subsequent merger, closing on June 11, 2026. A total of 43,152,532 shares (approximately 77.8% of outstanding) were validly tendered. As a result, KalVista became a wholly owned subsidiary of Chiesi, its common stock ceased trading on Nasdaq, and all remaining shares were converted into the right to receive the same $27.00 per share cash consideration.

Actionable Insight

Key Facts

• Tender offer expired June 10, 2026; 43,152,532 shares (77.8%) validly tendered
• Merger completed June 11, 2026 via Section 251(h) of Delaware law without stockholder vote
• Stock consideration: $27.00 per share in cash
• KalVista common stock delisted from Nasdaq Global Market effective prior to June 11, 2026 trading
• Entire board of directors resigned; John Hess (Purchaser's director) became sole director
• Beneficial ownership equity plans and ESPP terminated effective at closing
• Convertible note holders receive $1,606.28 per $1,000 principal (base conversion) or $1,739.78 (make-whole conversion) in cash

Financial Impact

All outstanding KalVista common shares acquired for $27.00 per share in cash, totaling approximately $1.5 billion based on ~55.5M fully diluted shares

Risk Factors

• Delisting and deregistration eliminate liquidity for common stock; remaining holders must wait for merger consideration payment
• Potential excise tax gross-up exposure for CFO Brian Piekos under Section 4999, magnitude unknown
• Integration risk for Chiesi in commercializing EKTERLY (sebetralstat) across global markets

Market Snapshot

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

US Market Status