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Merck to Acquire Terns Pharmaceuticals, Inc., Expanding Its Hematology Pipeline With TERN-701, a Novel Candidate for Chronic Myeloid Leukemia (CML)

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  • Merck has entered a definitive agreement to acquire Terns Pharmaceuticals for $53.00 per share in cash, representing an approximate equity value of $6.7 billion.
  • The transaction includes an approximate premium of 31% to the 60-day 90-day volume-weighted average stock price on March 24, 2026, 42%, with an approximate net value of $5.7 billion after acquired cash.
  • Merck will acquire Terns through a subsidiary, subject to shareholder tender offer approval, regulatory waiting periods, 90-day other customary conditions, 90-day and expected closing in the second quarter of 2026.
  • The acquisition focuses on Terns' lead candidate TERN-701, an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor currently in Phase 1/2 development for chronic myeloid leukemia (CML).
  • TERN-701 is being evaluated in the CARDINAL trial for Philadelphia chromosome-positive (Ph+) chronic phase CML patients who have experienced treatment failure, suboptimal response, or intolerance to at least one prior TKI.
  • The U.S. Food and Drug Administration granted Orphan Drug Designation for TERN-701 in March 2024 for the treatment of CML.
  • Early clinical data for TERN-701 shows promising rates of major molecular response 24 weeks & deep molecular response by week 24, including in patients with high disease burden & multiple prior therapies.
  • Treatment-emergent adverse events for TERN-701 were predominantly low grade, with low incidence of severe events, discontinuations, blood pressure changes, or lipase elevation.
  • The transaction is expected to be accounted for as an asset acquisition, resulting in a charge of approximately $5.8 billion ($2.35 per share) in Merck's second quarter & full year 2026 GAAP 90-day non-GAAP results.
  • Merck will hold an investor call on March 25, 2026, at 8 a.m. EDT to discuss the proposed transaction.
  • Centerview Partners LLC & Jefferies LLC served as financial advisors to Terns, while Freshfields LLP acted as Terns' legal advisor.