M&A - MERCK SHARP & DOHME LLC

Form Type: DFAN14A

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525156840

Filing Summary: On July 9, 2025, Merck Sharp & Dohme LLC announced a definitive agreement to acquire Verona Pharma plc for $107 per American Depository Share, with a total transaction value of approximately $10 billion. This acquisition aims to enhance Merck's portfolio by adding Ohtuvayre®, a first-in-class maintenance treatment for chronic obstructive pulmonary disease (COPD). The deal is expected to drive growth and align with Merck's strategy for science-led business development. The transaction is subject to multiple conditions, including shareholder approval and regulatory approvals, and is anticipated to close in the fourth quarter of 2025. The acquisition will lead to the capitalization of most of the purchase price as an intangible asset, which will be amortized over the product's life. Both company boards have unanimously approved the transaction, and Merck plans to hold an investor call the same day to discuss the acquisition details.

Form Type: DFAN14A

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525157147

Filing Summary: Merck Sharp & Dohme LLC has filed a proxy statement concerning the proposed acquisition of Verona Pharma PLC. The acquisition is set at $107 per ADS, representing a 23% premium on the previous day’s closing price, culminating in an estimated transaction value of around $10 billion. This transaction is expected to close in Q4 2025, subject to approval from Verona's shareholders and regulatory bodies. The acquisition will include Verona's product Ohtuvayre, a novel treatment for chronic obstructive pulmonary disease (COPD) which boasts significant clinical benefits and a favorable safety profile. Merck emphasizes the potential for Ohtuvayre to address substantial unmet medical needs in COPD treatment and forecasts considerable revenue growth from the product. Furthermore, Merck's financial standing allows for the acquisition without disrupting its credit rating or impacting its capital allocation priorities negatively.

Form Type: DFAN14A

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525157149

Filing Summary: Merck Sharp & Dohme LLC has filed a proxy statement regarding the proposed acquisition of Verona Pharma plc. This acquisition is noted as a significant move to strengthen Merck's portfolio in the respiratory therapeutic area, particularly aiming at the treatment of chronic obstructive pulmonary disease (COPD). Merck plans to acquire all outstanding shares of Verona Pharma for $107 per American Depository Share (ADS), amounting to a total transaction value of approximately $10 billion. The transaction is expected to close in the fourth quarter of 2025, contingent upon shareholder and regulatory approvals. The proxy statement outlines the strategic rationale behind the acquisition, emphasizing the unmet medical needs in COPD, the favorable therapeutic profile of Verona's product Ohtuvayre®, and the financial impact Merck anticipates from this deal. Financial projections indicate that while there may be a negative impact on non-GAAP earnings per share in the initial year, it is expected to become accretive by 2027. Lastly, the statement stresses the importance of reading the definitive proxy statement and other relevant materials for comprehensive information regarding the transaction.