Merck launches tender offer to acquire Terns Pharmaceuticals for $53 per share

Merck & Co. (NYSE: MRK) commenced a cash tender offer to purchase all outstanding shares of Terns Pharmaceuticals Inc. (NASDAQ: TERN) for $53.00 per share, according to a company statement.

The pharmaceutical company announced the tender offer through a subsidiary, following a definitive acquisition agreement entered into on March 25, 2026. Upon successful completion, Terns will become a wholly owned subsidiary of Merck.

Terns stockholders will receive $53.00 net in cash for each share validly tendered, without interest and less any applicable tax withholding. The Terns board of directors has recommended that stockholders accept the tender offer and tender their shares.

The tender offer will expire at one minute following 11:59 p.m. Eastern Time on May 4, 2026, unless extended in accordance with the merger agreement and SEC regulations. Merck filed a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission, while Terns filed a solicitation/recommendation statement on Schedule 14D-9.

The closing is subject to several conditions, including the tender of shares representing more than 50% of Terns' outstanding shares and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Additional customary conditions also apply.

Merck expects the transaction to close in the second quarter of 2026, based on the company statement.

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