Merck Completes Acquisition of Terns Pharmaceuticals; Shares to Delist

summarizeSummary

Terns Pharmaceuticals has been acquired by Merck for $53.00 per share, leading to its delisting from Nasdaq and a complete change in control and management.

check_boxKey Events

• Acquisition Completed

  Merck's subsidiary, Thailand Merger Sub, Inc., successfully completed its tender offer for Terns Pharmaceuticals, acquiring approximately 86.36% of outstanding shares.

• Merger Consummated

  Following the tender offer, Terns merged with the Merck subsidiary, becoming a wholly-owned subsidiary of Merck.

• Share Conversion

  All remaining outstanding shares, in-the-money stock options, and restricted stock units were converted into the right to receive $53.00 per share in cash.

• Delisting from Nasdaq

  Terns has requested the delisting of its common stock from Nasdaq, with trading expected to be suspended on May 5, 2026. The company also intends to terminate its SEC registration and reporting obligations.

auto_awesomeAnalysis

This 8-K formally announces the completion of Merck's tender offer and subsequent merger with Terns Pharmaceuticals, Inc., a transaction previously disclosed on March 25, 2026. As a result, Terns has become a wholly-owned subsidiary of Merck, and its common stock will be delisted from Nasdaq. This marks the final step in the acquisition process, converting all outstanding shares, in-the-money options, and restricted stock units into cash at the previously announced offer price of $53.00 per share. The company's board and officers have been replaced, and its corporate governance documents amended, signifying the end of its independent public operation. The stock is currently trading near its 52-week high, reflecting the market's full pricing-in of the acquisition.