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Acquisition of Verona by MSD Approved by the High Court of Justice of England and Wales

  • The High Court of Justice of England and Wales approved a proposal for MSD to acquire Verona Pharma for $107 per ADS.
  • Each ADS represents eight Verona Pharma ordinary shares, resulting in a total transaction value of approximately $10 billion.
  • The acquisition is being implemented via a Court-sanctioned scheme of arrangement under English law.
  • Closing is expected on October 7, 2025, once the Court Order is delivered to the Registrar of Companies.
  • Trading of Verona ADSs on Nasdaq halted on October 6, 2025, the last day of trading.
  • Verona Pharma is not subject to the UK Takeover Code, so no dealing disclosures are required under Rule 8.
  • Overseas shareholders must comply with applicable local legal, tax, and governmental requirements.
  • The release includes standard forward-looking statements regarding risks, uncertainties, and the potential for results to differ from expectations.