M&A - Verona Pharma plc

Form Type: 8-K

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925066588

Filing Summary: On July 8, 2025, Verona Pharma plc entered into a Transaction Agreement with Merck Sharp & Dohme LLC and Vol Holdings LLC, under which Bidco will acquire the entire issued share capital of Verona Pharma. The acquisition will be conducted via a court sanctioned scheme of arrangement, with shareholders receiving $13.375 per share in cash. Holders of American depositary shares will receive $107 in cash. The Transaction includes provisions for share options and restricted share units to vest and convert into cash payment based on certain conditions. The Company has agreed to customary covenants, including not to solicit competing offers. The Board unanimously supports the Transaction and will recommend it to shareholders, although they may consider superior proposals under specified conditions. The closing of the acquisition is contingent on regulatory approvals and shareholder votes, with potential termination rights and fees outlined if certain conditions are not met. Joint press release was issued on July 9, 2025, announcing the agreement.

Form Type: DEFA14A

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925066589

Filing Summary: On July 8, 2025, Verona Pharma plc entered into a Transaction Agreement with Merck Sharp & Dohme LLC and Vol Holdings LLC for an acquisition under a court sanctioned scheme of arrangement. The agreement outlines that Bidco will acquire all issued and to be issued share capital of Verona Pharma at the effective time for cash consideration of $13.375 per share, translating to $107 per American Depositary Share. Conditions for transaction completion include shareholder and court approvals. The Board recommends shareholders approve the Scheme of Arrangement and has agreed to notify Parent of any superior acquisition proposals. The agreement includes termination rights and a $100 million termination fee in specific circumstances. A joint press release regarding the Transaction Agreement was issued on July 9, 2025, and proxy materials will be filed with the SEC.

Form Type: DEFA14A

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925066714

Filing Summary: On July 9, 2025, Verona Pharma plc announced a definitive agreement with Merck to be acquired for approximately $10 billion, equating to $107 per American Depositary Share (ADS). The announcement outlines the timeline for the acquisition process which includes customary steps such as obtaining approvals from Verona Pharma's shareholders, compliance with the Hart-Scott-Rodino Antitrust Improvements Act, and receiving sanction from the High Court of Justice of England and Wales. During the period leading up to the completion of the acquisition, Verona Pharma will continue to operate as usual and emphasize clear communication with its stakeholders regarding the transaction. Furthermore, shareholders are encouraged to refer to the upcoming proxy statement for detailed information about the acquisition and its implications. The document highlights the importance of reading all related materials and notes potential forward-looking statements concerning risks and uncertainties that may affect the acquisition process.