PARMA, ITALY & FRAMINGHAM, MASS. -- Chiesi Group (“Chiesi”), an international research-focused biopharmaceutical group and certified B Corp, and KalVista Pharmaceuticals, Inc. (“KalVista”) (Nasdaq: KALV), announced that the companies have entered into a definitive agreement under which Chiesi will acquire KalVista (the “Transaction”). The Transaction was unanimously approved by both Chiesi’s and KalVista’s Boards of Directors and is expected to close in Q3 2026, subject to the satisfaction of customary closing conditions.

Chiesi agreed to acquire KalVista Pharmaceuticals for $27.00 per share in cash, representing an equity consideration of approximately $1.9bn·Acquisition adds to Chiesi’s rare immunology portfolio the first oral, on-demand therapy for hereditary angioedema, strengthening Chiesi’s long-term commitment to people living with rare conditions·Transaction expected to close in Q3 2026
Chiesi agreed to acquire KalVista Pharmaceuticals for $27.00 per share in cash, representing an equity consideration of approximately $1.9bn·Acquisition adds to Chiesi’s rare immunology portfolio the first oral, on-demand therapy for hereditary angioedema, strengthening Chiesi’s long-term commitment to people living with rare conditions·Transaction expected to close in Q3 2026
Under the terms of the Transaction, Chiesi will commence a tender offer to acquire all outstanding shares of KalVista for $27.00 per share in cash. The total value implied by the Transaction at closing is approximately $1.9bn. At Chiesi, initiatives in this area are spearheaded by Chiesi Global Rare Diseases, the Group’s business unit focused on research, development and commercialization of therapies for rare and ultra rare conditions.

The Transaction is Chiesi’s most substantial acquisition to date in value terms and reflects the company’s long term ambitions, and represents an important milestone in its strategy in Rare Diseases, reinforcing its commitment across generations to improving the lives of people living with rare conditions.

Upon completion of the Transaction, Chiesi will assume responsibility for EKTERLY® (sebetralstat), a differentiated oral, on demand treatment for hereditary angioedema (HAE), developed by KalVista, which addresses a significant unmet need for patients requiring effective and accessible therapies. By combining KalVista’s innovation with Chiesi’s Global Rare Diseases capabilities in Rare Immunology, the Transaction aims to accelerate patient access and strengthen medical and scientific engagement, in line with Chiesi’s mission and strategic objectives. Sebetralstat is also expected to meaningfully contribute to Chiesi’s 2030 strategic revenue target of €6bn, while significantly expanding its commercial infrastructure and market presence in the United States.

Sebetralstat is a novel plasma kallikrein inhibitor and the first oral, on-demand treatment for HAE attacks in adults and adolescents aged 12 years and older. The therapy is already approved in the United States, United Kingdom, European Union, Japan and other regions, with ongoing studies exploring its use for treating HAE attacks in children aged 2 to 11 and multiple regulatory applications under review in key global markets. Following its launch in the United States in July 2025, sebetralstat demonstrated strong market uptake, reaching $49M in 2025 sales.

Jean-Marc Bellemin, Chiesi Group’s CFO, and Interim Group CEO (from 15 May 2026), said: “This acquisition supports our strategy to accelerate impact in rare diseases by bringing together science, innovation and expertise to address areas of highest unmet need. KalVista’s proven drug discovery and development capabilities, combined with our global footprint and operational excellence, will enable us to deliver innovation to patients at greater scale.”

Giacomo Chiesi, Executive Vice President, Chiesi Global Rare Diseases said: “This acquisition is a strong strategic fit for our rare disease portfolio and reflects our commitment to people living with rare conditions. In HAE, patients continue to face significant unmet needs, and KalVista’s innovation meaningfully expands our presence in rare immunology by adding a differentiated, on-demand treatment option that can bring meaningful advancement in how the disease can be managed. We look forward to working with KalVista towards a successful closing of the Transaction. From day one, our focus will be on working closely with the HAE community and the scientific community to improve disease management and ensure more patients can benefit from timely, effective treatment.”

Ben Palleiko, CEO of KalVista said: “I am extremely proud of what KalVista has accomplished over the past decade in advancing solutions for the unmet needs of people living with rare disease. Following a thorough review of strategic opportunities, our Board determined that this Transaction maximizes shareholder value, delivering a meaningful all-cash premium to our shareholders. This Transaction also reflects a shared long-term commitment to patients and a strong alignment in how we translate scientific innovation into meaningful impact. With Chiesi’s global infrastructure, commercial capabilities and long-term commitment to rare diseases, we are confident in their ability to help expand access to sebetralstat for people living with HAE around the world.”

Transaction Terms and Closing

· Tender offer by Chiesi to acquire all KalVista shares for $27.00 per share in cash. The Transaction is not subject to any financing condition.
· Subject to the satisfaction of the closing conditions, including the tender of at least a majority of the then outstanding KalVista shares, receipt of regulatory approvals and other customary offer conditions, the Transaction is expected to close in Q3 of 2026.
· Under the terms of a merger agreement entered into in connection with the Transaction, a wholly owned subsidiary of Chiesi will commence a tender offer to acquire all of the outstanding shares of KalVista’s common stock for an offer price of $27.00 per share in cash, which represents a 36% premium to KalVista’s 30-day volume-weighted average share price as of 28 April, 2026. If the tender offer is successfully completed, Chiesi will acquire all remaining shares of KalVista not tendered in the offer through a second step merger for the same consideration as paid in the tender offer.

Lazard is serving as exclusive financial advisor and Ropes & Gray LLP is serving as legal advisor to Chiesi. Centerview Partners LLC is serving as financial advisor to KalVista and Kirkland & Ellis LLP and Fenwick & West LLP are serving as legal advisors. Jefferies LLC also provided financial advice to KalVista.

About EKTERLY® (sebetralstat)

Sebetralstat is a novel plasma kallikrein inhibitor approved in the United States, European Union, United Kingdom, Switzerland, Australia, Singapore and Japan for the treatment of acute attacks of hereditary angioedema (HAE) in people 12 years of age and older. Sebetralstat is the first oral on-demand treatment for HAE, offering efficacious and safe treatment of attacks without the burden of injections. With a US regulatory filing planned for 2026 to expand use to children aged 2-11, and additional filings anticipated in key global markets, sebetralstat has the potential to become the foundational therapy for HAE management worldwide.