July 14, 2025 | Health Care | North America | Active
On 9-Jul-25, US pharma giant Merck announced a definitive agreement to acquire Verona Pharma (“Verona”), a UK-incorporated biopharmaceutical company focused on respiratory diseases. Merck will pay $107 per Verona American Depositary Share (ADS) and the offer price reflects a 23.2% one-day takeover premium. Verona does not pay out any dividends. Unanimously approved by both boards, the deal will be carried out as a scheme of arrangement under UK law and Merck plans to fund the deal using a mix of cash, commercial paper, and new debt. The transaction requires clearance under the HSR Act and approval from Verona ADS holders. Specifically, the requisite votes are 75% approval by value at the scheme meeting, and 75% approval by total votes at an EGM. The HSR filing is expected by 12-Aug-25 (within 25 business days of signing), and a preliminary proxy will be submitted by 5-Aug-25. The merger agreement includes standard terms covering representations, warranties, and covenants, and a MAC contains carve-outs for events like war, pandemics, and tariffs. Both sides have committed to using “reasonable best efforts” to complete the scheme and Verona has also agreed to a non-solicitation clause, with standard fiduciary-outs that allows its board to consider third-party offers. One limitation is a burdensome condition: the companies can’t be forced to offer remedies that would have more than a minimal impact on Verona’s business or financial condition. Also, Merck is not required to fight a legal challenge under antitrust laws or ...
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