Avidity Delays Vote, Finalizing Spin-Off for $12B Novartis Merger

SAN DIEGO, CA – February 23, 2026 – Avidity Biosciences today announced a brief but critical delay to its special stockholder meeting, a move that signals the final, complex maneuvers in its landmark acquisition by pharmaceutical giant Novartis AG. The meeting, originally scheduled for today, will now convene and immediately adjourn, with plans to reconvene on Thursday, February 26, 2026.

This tactical pause is not a sign of a faltering deal but rather a necessary step to ensure all conditions are met for a pivotal component of the transaction: the spin-off of a new entity, Atrium Therapeutics, Inc. The successful distribution of Atrium shares to Avidity stockholders is a prerequisite for the closing of the approximately $12 billion merger with Novartis, which is now anticipated to close on Friday, February 27, 2026. The series of events marks a transformative week for the San Diego-based biopharmaceutical company, its investors, and the broader field of RNA therapeutics.

The Final Hurdles to a Landmark Deal

The adjournment is specifically intended to "provide additional time to satisfy the conditions to the pro rata distribution" of Atrium Therapeutics common stock, according to the company's official statement. This distribution, or spin-off, is an intricate legal and financial process that must be completed before the larger Novartis merger can be finalized. The updated timeline compresses these major corporate actions into a tight, 48-hour window at the end of the week.

Following the reconvened special meeting on Thursday morning, Avidity expects the distribution of Atrium shares to occur that same day. The very next day, the merger with Novartis is expected to close. This sequence underscores the interconnected nature of the deal structure, which aims to separate Avidity's assets before the main company is absorbed into Novartis.

To facilitate this transition, Avidity's common stock, currently trading under the symbol "RNA," will temporarily trade on the Nasdaq Global Market as "RNAM" beginning on the date of the Atrium distribution. This temporary ticker change is a logistical measure to manage the stock's transition as the company undergoes its final transformation before being delisted upon the merger's completion.

A Shareholder's Guide to the Transition

For Avidity's stockholders, the coming days will bring significant changes to their holdings. The transaction provides a dual benefit: a cash payout and a stake in a new, focused company. Under the terms of the merger agreement, Novartis will acquire all outstanding shares of Avidity for $72.00 per share in cash. This price represented a substantial 46% premium over Avidity's closing share price on October 24, 2025, the day before the deal was announced, valuing the company at approximately $12 billion.

In addition to the cash payment, shareholders of record will participate in the spin-off of Atrium Therapeutics. They are set to receive one share of the new company for every ten shares of Avidity common stock they own. This provides existing investors with continued exposure to a portion of Avidity's original pipeline through their new ownership in Atrium.

Avidity has assured stockholders that proxies and votes already submitted for the special meeting will remain valid for the reconvened session on February 26. The record date for voting eligibility also remains unchanged at January 29, 2026. While the path to closing appears clear, the transaction has not been without scrutiny. Like many large-scale mergers, the deal has faced several lawsuits from purported stockholders filed in late 2025 and early 2026, alleging that proxy statements contained omissions or misleading information. The company has disclosed these legal challenges in its SEC filings, framing them as part of the complex landscape of major corporate acquisitions.

Novartis's Strategic Bet on RNA's Future

The acquisition is a powerful strategic move by Novartis to cement its leadership in the highly competitive and rapidly advancing field of RNA-based medicines. Avidity is a pioneer of Antibody Oligonucleotide Conjugates (AOCs™), a proprietary technology designed to solve one of the biggest challenges in genetic medicine: targeted delivery. AOCs act like a guided missile system, using a monoclonal antibody to deliver a therapeutic RNA payload directly to specific tissues, in Avidity's case, primarily muscle.

This platform is precisely what attracted Novartis. The acquisition directly bolsters the Swiss giant's neuroscience pipeline with Avidity's three late-stage clinical programs for rare neuromuscular diseases: myotonic dystrophy type 1 (DM1), Duchenne muscular dystrophy (DMD), and facioscapulohumeral muscular dystrophy (FSHD). More importantly, it brings Avidity's entire AOC platform in-house, significantly advancing Novartis's own "xRNA" strategy and providing a powerful tool to develop therapies for diseases previously considered undruggable.

Novartis has projected that the acquisition will unlock multi-billion-dollar opportunities, contributing to an increased sales growth forecast for the 2024-2029 period. The deal signals a willingness to invest heavily in cutting-edge platforms that promise to form the next generation of therapeutics, even at the cost of a minor, short-term dilution in profitability.

Atrium and the Future of Avidity's Science

The deal's architecture is notable for what it separates as much as for what it combines. While Novartis gains the prized AOC platform and its advanced muscle-disease pipeline, Avidity's early-stage precision cardiology programs are being spun off to form the new, independent entity: Atrium Therapeutics.

This strategy allows for a distinct and focused future for two different parts of Avidity's scientific portfolio. The mature neuromuscular programs will benefit from Novartis's vast resources, global infrastructure, and clinical development expertise, potentially accelerating their path to patients. These programs, aimed at devastating rare diseases, will now have the full backing of a top-tier pharmaceutical company.

Simultaneously, Atrium Therapeutics will be born as a nimble, publicly-traded company dedicated to advancing the precision cardiology assets. This separation prevents the early-stage programs from being overshadowed or deprioritized within the massive Novartis R&D organization. As a standalone entity, Atrium will have the freedom to pursue its own strategic path, raise capital tailored to its specific needs, and build a team solely focused on developing its cardiology pipeline. The spin-off, therefore, represents a calculated effort to maximize the potential of all of Avidity's science by placing each asset in the environment best suited for its success.