Merck Completes $10 Bn Acquisition of Verona Pharma

Under the terms of the agreement, Merck, through a subsidiary, acquired all outstanding shares of Verona Pharma for $107 per ADS, each representing eight Verona Pharma ordinary shares.

Merck, known as MSD outside the United States and Canada, has completed its acquisition of Verona Pharma plc (Nasdaq: VRNA), making the company a wholly-owned subsidiary.

Following the acquisition, Verona Pharma’s American Depositary Shares (ADS) will no longer be listed or traded on the Nasdaq Global Market.

Through this acquisition, Merck adds Ohtuvayre® (ensifentrine), a first-in-class selective dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4), to its cardio-pulmonary portfolio.

The U.S. Food and Drug Administration approved Ohtuvayre in June 2024 for the maintenance treatment of chronic obstructive pulmonary disease (COPD) in adult patients. It is the first novel inhaled mechanism for COPD maintenance treatment in over two decades, combining bronchodilator and non-steroidal anti-inflammatory effects. Ohtuvayre is also under clinical evaluation for non-cystic fibrosis bronchiectasis.

“The Verona Pharma acquisition strengthens and complements our portfolio of treatments for patients with cardio-pulmonary diseases to include Ohtuvayre, while delivering near and long-term growth as well as value for shareholders,” said Robert M. Davis, chairman and chief executive officer, Merck. “The addition of Ohtuvayre is another strong example of our business development strategy, which focuses on opportunities where compelling science and value align. Ohtuvayre is a novel, first-in-class maintenance treatment targeting an important unmet need for adult patients with COPD. We look forward to applying our commercial capabilities and working with our talented new colleagues from Verona Pharma to build on the strong uptake and performance to date to reach even more patients with this important medicine.”

Under the terms of the agreement, Merck, through a subsidiary, acquired all outstanding shares of Verona Pharma for $107 per ADS, each representing eight Verona Pharma ordinary shares. The total transaction value stands at approximately $10 billion.

As disclosed earlier, most of the purchase price will be capitalized as an intangible asset for Ohtuvayre, which will be amortized as a GAAP-only charge over the product’s life. The transaction is expected to impact Merck’s non-GAAP EPS by approximately $0.16 in the first 12 months, reflecting financing costs partially offset by Ohtuvayre’s performance.

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