M&A - SpringWorks Therapeutics, Inc.

Form Type: PREM14A

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049624

Filing Summary: SpringWorks Therapeutics, Inc. has filed a preliminary proxy statement in connection with a proposed merger with Merck KGaA and EMD Holdings Merger Sub, Inc. This merger will result in SpringWorks becoming a wholly owned subsidiary of Merck KGaA. The Company intends to hold a virtual special meeting where stockholders will vote on the adoption of the merger agreement. Stockholders will receive $47.00 in cash per share, representing a premium over the company's recent stock price before the merger announcement. The proxy statement provides details about the meeting, voting procedures, and the importance of stockholder votes. Other matters to be voted on include proposals for meeting adjournment and executive compensation related to the merger. The company emphasizes the importance of participation and has outlined potential appraisal rights for those who do not support the merger proposal. Approval requires a majority vote from stockholders as of the record date to consummate the merger, which would lead to the delisting of the company’s shares from the Nasdaq.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000177342725000015

Filing Summary: On April 27, 2025, SpringWorks Therapeutics, Inc. entered into a Merger Agreement with Merck KGaA. According to the Agreement, a wholly-owned subsidiary of Merck, EMD Holdings Merger Sub, Inc., will merge with and into SpringWorks, allowing SpringWorks to continue existing as a wholly owned subsidiary of Merck. The report details the company’s recent financial performance for Q1 2025, reporting a net loss of $83.2 million against a product revenue of $49.1 million from the recent sales of two approved products, OGSIVEO and GOMEKLI. The report also highlights ongoing commercialization efforts, regulatory submissions for product approvals, and anticipates new market opportunities resulting from the merger. Additionally, the company’s accumulated deficit is noted to be approximately $1.2 billion as of March 31, 2025, showcasing significant operational losses since its inception. Forward-looking statements regarding the merger implications on employee relationships, operational strategies, and product market environments are outlined. This report also reflects on the substantial asset values and cash reserves available to the company, indicating adequate liquidity for the upcoming year with estimates to meet operational expenses for twelve months following the report's release.