Merck to acquire Terns Pharmaceuticals, adding TERN‑701 for CML
- Merck will acquire Terns Pharmaceuticals for $53.00 per share (~$6.7B equity; ~ $5.7B net of acquired cash) via a subsidiary tender offer.
- The transaction is expected to close in Q2 2026 subject to a majority of shares tendered, Hart‑Scott‑Rodino clearance and other customary conditions and will be accounted as an asset acquisition with an estimated ~$5.8B charge (~$2.35/share) to 2Q and full‑year 2026 results.
- TERN‑701 is an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor in a Phase 1/2 CARDINAL trial with FDA orphan drug designation (Mar 2024) reporting week‑24 major and deep molecular responses and predominantly low‑grade adverse events.
- CARDINAL completed dose escalation in Jan 2025 with no dose‑limiting toxicities up to 500 mg QD, initiated dose expansion in Apr 2025 (320 mg vs 500 mg QD, up to 40 patients/arm), and added a Jan 2026 cohort of ~20 patients with resistance mutations including T315I.
Acquisition terms
Merck will acquire Terns Pharmaceuticals for $53.00 per share, valuing equity at approximately $6.7 billion (~$5.7 billion net of acquired cash) and representing ~31% and ~42% premiums to the 60‑ and 90‑day VWAPs as of March 24, 2026; the deal is a subsidiary tender offer subject to a majority of shares tendered, Hart‑Scott‑Rodino clearance and customary conditions, expected to close in Q2 2026 and to be accounted for as an asset acquisition with an estimated ~$5.8 billion charge (~$2.35/share) to 2Q and full‑year 2026 results.
TERN‑701 clinical status
TERN‑701 is an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor with FDA orphan drug designation (March 2024), in a Phase 1/2 CARDINAL trial (NCT06163430); reported data show rates of major and deep molecular response by week 24, including in patients with high disease burden and multiple prior therapies, with mostly low‑grade treatment‑emergent adverse events, low incidence of severe events and discontinuations, no clinically meaningful blood pressure changes and low rates of lipase elevation.
CARDINAL trial design
Dose escalation completed January 2025 with no dose‑limiting toxicities up to 500 mg QD; dose expansion began April 2025 with randomized cohorts at 320 mg and 500 mg QD (up to 40 patients per arm), and an added January 2026 cohort of ~20 patients with BCR::ABL1 resistance mutations including T315I, M244V and F359 variants.
Advisors and investor call
Centerview Partners and Jefferies acted as financial advisors to Terns and Freshfields LLP served as Terns’ legal advisor; Merck held an investor call on March 25, 2026 at 8 a.m. EDT with a live webcast and dial‑in available per the release.
Source: Merck