Merck Acquires Terns Pharmaceuticals, Adds TERN-701 to Oncology Pipeline

Merck completed the transaction through a cash tender offer for all outstanding shares of Terns at $53.00 per share.

Merck & Co., Inc. has completed its acquisition of Terns Pharmaceuticals, Inc., adding the investigational drug candidate TERN-701 to its oncology pipeline, the company announced on May 5.

The acquisition strengthens Merck’s oncology portfolio with TERN-701, an oral allosteric BCR::ABL1 tyrosine kinase inhibitor currently under clinical development for chronic myeloid leukemia (CML).

The candidate recently received Breakthrough Therapy Designation from the U.S. Food and Drug Administration for treating adults with Philadelphia chromosome-positive CML in the chronic phase who have previously received two or more tyrosine kinase inhibitors and do not carry the T315I mutation. The designation is based on data from the ongoing Phase 1/2 CARDINAL trial (NCT06163430).

Merck completed the transaction through a cash tender offer for all outstanding shares of Terns at $53.00 per share. As of May 4, 2026, approximately 86.36% of Terns’ total outstanding shares—equivalent to 100,091,794 shares—had been validly tendered and accepted for payment.

Following the tender offer, the acquisition was finalized through a merger in which Terns became a wholly owned subsidiary of Merck. All remaining outstanding shares were converted into the right to receive $53.00 per share in cash, without interest and subject to applicable tax withholding. As a result, Terns’ common stock will no longer be listed or traded on the Nasdaq Global Select Market.

The transaction is expected to be accounted for as an asset acquisition, with an estimated charge of approximately $5.8 billion recorded under research and development expenses. This impact will be reflected in both second-quarter and full-year 2026 GAAP and non-GAAP financial results.

Merck also expects the acquisition to reduce earnings per share by approximately $0.12 in 2026, primarily due to costs associated with advancing TERN-701 and financing the transaction.

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