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Basel, October 28 2025 – Novartis today announced that its previously announced tender offer (the “offer”) by Torino 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 $0.0001 per share (the “Shares”), of Tourmaline Bio, Inc., a Delaware corporation (“Tourmaline”), at a price of $48.00 per Share, in cash, without interest and subject to any applicable withholding, expired at one minute following 11:59 p.m., Eastern Time, on October 27, 2025 (the “Expiration Date”).  

Computershare Trust Company, N.A., the depositary for the offer, has advised that, as of the Expiration Date, approximately 24,030,382 Shares were validly tendered and not validly withdrawn pursuant to the offer, representing approximately 92.94% of the issued and outstanding Shares immediately prior to the Expiration Date. 
  
The parties expect the transaction to close on October 28, 2025, promptly following the acceptance of all Shares validly tendered and not validly withdrawn pursuant to the offer. 

Disclaimer 
This press release contains statements that are not statements of historical fact, or “forward-looking statements,” including with respect to Novartis’s proposed acquisition of Tourmaline. 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 Tourmaline’s product candidates, Tourmaline’s platform, the proposed acquisition of Tourmaline and the expected timetable for completing the proposed acquisition, the benefits sought to be achieved in the proposed acquisition, or potential future revenues from Tourmaline’s product candidates. You should not place undue reliance on these statements. Such forward-looking statements are based on Novartis’s 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 clinical trials for any of Tourmaline’s product candidates will be successful, that Tourmaline’s approach to the discovery and development of product candidates based on its AOC™ platform will produce any products of commercial value, that any of Tourmaline’s product candidates 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, any of Tourmaline’s product candidates 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 Tourmaline or the transaction described in this press release could be affected by, among other things, the satisfaction of customary closing conditions; the risk that competing offers or acquisition proposals will be made; 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 Tourmaline’s 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 Tourmaline’s filings and reports with the SEC, including Novartis AG’s Annual Report on Form 20-F for the year ended December 31, 2024, Tourmaline’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 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 more than 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. 

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Commenting on sales in the third quarter of 2025, François Jackow, Chief Executive Officer of the Air Liquide Group, stated:

“Air Liquide delivered another very solid performance, continuing its profitable growth trajectory. In line with the first half of the year and despite a difficult environment, our sales continue to increase, once again demonstrating the strength of our business model.

Amounting to nearly 6.6 billion euros at September 30, 2025, our revenue was up +1.9% on a comparable basis (‑2.4% on a reported basis, reflecting a negative currency impact and lower energy prices, which were passed on to our customers). The Gas and Services businesses, which accounts for 97% of the Group’s revenue, increased by +1.9% on a comparable basis, to reach 6,386 million euros. In an uncertain industrial environment, Healthcare and Industrial Merchant were growth drivers, up sharply by +5% and +3%, respectively, on a comparable basis. Geographically, the Americas stood out in particular with a +5% growth.

Air Liquide also continued to improve its performance. At the end of September, the Group’s efficiencies were at a record high of +23%. We also continued the dynamic management of our business portfolio, while adjusting our prices in Industrial Merchant thanks to our ability to create value for our customers. Our cash flow is very solid, increasing by +7% excluding currency impact.

Paving the way for future growth, our investment momentum is particularly strong. Well diversified, our investment backlog is again at a record level of nearly 5 billion euros in this third quarter. Our investment decisions amounted to 0.9 billion euros, with major industrial projects supporting the energy transition, such as ELYgator, our 200 MW electrolyzer in the Netherlands, but also in Electronics & Semiconductors. New state-of-the-art industrial gas production units will be built in Dresden, Germany for a major player in this industry, driven by AI and sovereignty needs.

In addition, our outlook includes our planned acquisition of DIG Airgas, a leading industrial gas company in South Korea. Beyond the dynamism and innovation that characterize the country’s economy, this transaction will quickly create value, thanks to the high complementarity between our businesses and the nearly 20 projects already secured. It will therefore contribute to our net profit the year following its integration.

In this context, Air Liquide is very confident in its ability to further increase its operating margin^[1] and to deliver recurring net profit^[2] growth, at constant exchange rates in 2025. The Group also maintains its ambition to increase its operating margin by +460 basis points cumulated over five years to end-2026^[1].”

 

Highlights Signature of an agreement to acquire DIG Airgas, a leader in industrial gases in South Korea. This major strategic acquisition, the largest since the acquisition of Airgas in the United States in 2016, aims to significantly strengthen the Group’s position in the South Korean market. This is a growth opportunity in a country known worldwide for its dynamic economy and fast-growing business sectors such as Electronics, clean energy, mobility and biopharma.   Hydrogen In the United States, on the coast of the Gulf of Mexico, development of hydrogen production businesses. Air Liquide will build on its existing infrastructure with close to 50 million US dollars in targeted investments to supply two of the country’s largest refiners.     Electronics In Germany, more than 250 million euros invested to build new state-of-the-art industrial gas production units for a major customer in the semiconductor industry located in SiliconSaxony. In the United States, a 50 million US dollar investment to support the growth of the semiconductor industry. An additional ultra-pure gas production plant will be built on the site of one of the largest manufacturers in the world for advanced chip design. Due to the acceleration of demand for advanced electronic components, two new contracts were signed in Singapore. The Group will build, own and operate new state-of-the-art industrial gas production facilities that will support the expansion of a major manufacturer, for a total investment of 130 million euros.   Healthcare Award of a major five-year contract with the Community of Madrid to provide home care for 70,000 patients suffering from respiratory diseases. This success consolidates Air Liquide’s leading position in the Spanish market.

 

Group revenue^[3] stood at 6,599 million euros in the 3^rd quarter 2025, a comparable growth of +1.9% compared to the 3^rd quarter 2024. This growth continued in line with the 1^st half of the year, benefiting from the resilience of the business portfolio in a complex environment. The Group’s published revenue was down -2.4%, impacted by an unfavorable currency impact (-4.2%), with the energy impact being neutral (-0.1%). There was no significant scope impact in the 3^rd quarter 2025.

Gas & Services revenue in the 3^rd quarter 2025 reached 6,386 million euros, up by +1.9% on a comparable basis.

Sales growth for the Industrial Merchant business stood at +2.7%^[4] in the 3^rd quarter: it benefited from a price effect of +3.1% which continues to strengthen, and improving volumes, particularly for Hardgoods, supported by the consolidation of bolt-on acquisitions. Revenue for Large Industries was stable (-0.2%^[4]), with the contribution from the start-up and ramp-up of units offsetting weak demand, particularly in Europe and Asia. The slight decline in Electronics sales (-0.9%) does not reflect the dynamic growth of the business excluding Equipment & Installation sales (+5.9%). The latter are indeed more cyclical and are normalizing after reaching a record level in 2024. Finally, the Healthcare business, whose growth is disconnected from industrial trends, posted sustained revenue growth (+4.9%), particularly in Home Healthcare and Specialty Ingredients.

• Gas & Services revenue in the Americas stood at 2,548 million euros in the 3^rd quarter 2025, up by +4.8%^[5]. Sales growth for Large Industries (+5.2%^[4]) benefited from recent start-ups of new production units and resilient demand. In Industrial Merchant, revenue increased by +4.7%⁽⁴⁾, supported by a very solid price effect of +4.5%, resilient gas volumes, and by the contribution of bolt-on acquisitions, while volumes for hardgoods are improving but remain down compared to the 3^rd quarter 2024. Strong sales growth in Healthcare (+9.3%) was mainly driven by a strong price effect in the Medical Gases business in the United States and by the development of Home Healthcare in Latin America. In Electronics (-3.8%), the significant decline in Equipment & Installation sales masked the dynamic growth of the rest of the business (+5.6%).

   

• Revenue in the Europe Middle East & Africa region stood at 2,584 million euros, up slightly by +0.4% compared to the 3^rd quarter 2024. In Large Industries (-2.0%), sales were mainly impacted in Germany by weak demand and a customer shutdown for force majeure, and in Benelux by lower sales from cogeneration units. Sales were stable in Industrial Merchant (0.0%), supported by a solid price effect and resilient gas volumes, with the exception of Helium and liquid CO₂. Sales growth remained strong (+4.3%) in Healthcare, particularly in Home Healthcare and Specialty ingredients.

   

• Revenue in the Asia-Pacific region stood at 1,255 million euros in the 3^rd quarter 2025, down -0.8% compared to the 3^rd quarter 2024. In Large Industries, sales were slightly down (-0.6%), with the contribution from recent start-ups of new production units partially offsetting overall weak demand in the region. Industrial Merchant revenue (-0.8%) was impacted by the marked decrease in helium sales in China and by weak revenue in the rest of the zone, despite otherwise growing sales in China. The stability (+0.2%) of sales in Electronics masked dynamic growth of the business excluding Equipment & Installation sales (+6.3%), with in particular the start-up of seven new production units in Asia since the beginning of the year.

Engineering & Technologies^[6] revenue stood at 212 million euros in the 3^rd quarter 2025, a comparable growth of +1.7%.

Industrial and financial investment decisions stood at 924 million euros in the 3^rd quarter 2025 and 3.2 billion euros at the end of September. The investment backlog remains above 4.0 billion euros and reaches a new record at 4.9 billion euros, up from 4.6 billion euros at the end of June 2025.

The additional contribution to sales from ramp-ups and start-ups of units amounted to 233 million euros at the end of the 3^rd quarter. For the full year 2025, it is expected to be between 310 and 340 million euros.

The 12-month portfolio of investment opportunities remained at the high level of 4.1 billion euros at the end of September 2025. The total portfolio of opportunities, also including opportunities beyond 12 months, was stable and exceeded 10 billion euros.

Efficiencies reached 163 million euros in the 3^rd quarter. They amounted to 434 million euros over the first 9 months of the year, a strong increase of +22.9% compared to the same period in 2024.

Cash flow from operating activities before changes in working capital stood at 4,947 million euros at the end of September, up by +6.8% excluding currency impact.

Net debt stood at 9,317 million euros at the end of September, down by 477 million euros compared to 9,794 million euros at June 30, 2025.

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Footnotes

1. Excluding energy passthrough impact. ↑
2. Recurring net profit excluding exceptional and significant transactions that have no impact on the operating income recurring. ↑
3. Unless otherwise specified, the revenue variations are all variations on a comparable basis, excluding currency, energy (natural gas and electricity) and significant scope impacts. ↑
4. Excluding an internal transfer of assets between Large Industries and Industrial Merchant in the United States ↑
5. Includes Argentina’s contribution of +0.6%, down sharply compared to 2024. ↑
6. This comparable growth excludes the scope impact related to the internal transfer of some GM&T activities to Industrial Merchant in the 1st quarter 2025. See appendix. ↑