Merck Completes Acquisition of Terns Pharmaceuticals; Shares to Delist from Nasdaq

summarizeSummary

Merck has successfully completed its tender offer and acquisition of Terns Pharmaceuticals, Inc., making Terns a wholly-owned subsidiary and leading to its delisting from Nasdaq.

check_boxKey Events

• Acquisition Completed

  Merck's tender offer for Terns Pharmaceuticals, Inc. expired on May 4, 2026, with 86.36% of shares validly tendered and accepted. The merger was subsequently completed, making Terns a wholly-owned subsidiary of Merck.

• Delisting from Nasdaq

  Terns Pharmaceuticals' common stock is expected to cease trading on Nasdaq prior to the opening of business on May 5, 2026, and will be delisted.

• Strategic Asset Acquired

  The acquisition brings TERN-701, an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor, into Merck's oncology pipeline. TERN-701 recently received FDA Breakthrough Therapy Designation for chronic myeloid leukemia.

• Financial Impact on Acquirer

  Merck expects to account for the transaction as an asset acquisition, resulting in a charge to research and development expense of approximately $5.8 billion in Q2 2026.

auto_awesomeAnalysis

This filing confirms the successful completion of Merck's tender offer and subsequent acquisition of Terns Pharmaceuticals, Inc. This marks the definitive end of Terns as an independent public company. Shareholders who validly tendered their shares received $53.00 per share, a significant premium over its 52-week low. The acquisition integrates Terns' lead drug candidate, TERN-701, which recently received FDA Breakthrough Therapy Designation, into Merck's oncology pipeline, enhancing its strategic position in chronic myeloid leukemia treatment. The delisting from Nasdaq is a direct consequence of the merger, signifying the company's transition to a wholly-owned subsidiary.