- Merck acquired Terns via a $53.00-per-share cash tender offer and merger; 100,091,794 shares (~86.36% outstanding) were tendered and Terns’ common stock is delisted.
- The transaction will be accounted for as an asset acquisition, causing an approximately $5.8 billion R&D charge (~$2.35/share) in Q2 and full‑year 2026 results and reducing 2026 EPS by about $0.12 per share.
- TERN‑701 is an oral allosteric BCR::ABL1 TKI that binds the ABL myristoyl pocket and received FDA Breakthrough Therapy Designation for Philadelphia chromosome‑positive chronic‑phase CML (without T315I) after ≥2 prior TKIs, based on Phase 1/2 CARDINAL (NCT06163430) data.
- Merck’s hematology pipeline also includes bomedemstat (MK‑3543), nemtabrutinib (MK‑1026), zilovertamab vedotin (MK‑2140) and MK‑1045 (CD19xCD3 T‑cell engager).
Transaction details
Merck completed the acquisition of Terns through a $53.00‑per‑share cash tender offer followed by a merger; 100,091,794 shares were validly tendered (≈86.36% of outstanding), accepted for payment, and Terns common stock will be delisted as Terns becomes a wholly‑owned Merck subsidiary.
Financial impact
The transaction will be accounted for as an asset acquisition, resulting in an approximately $5.8 billion research‑and‑development charge (≈$2.35 per share) in second quarter and full‑year 2026 GAAP and non‑GAAP results; GAAP and non‑GAAP EPS are expected to be negatively impacted by about $0.12 per share in 2026 due to costs of advancing TERN‑701 and financing.
TERN‑701 clinical and regulatory status
TERN‑701 is an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor that binds the ABL myristoyl pocket; it received FDA Breakthrough Therapy Designation for adults with Philadelphia chromosome‑positive chronic‑phase chronic myeloid leukemia without the T315I mutation after two or more prior TKIs, based on data from the ongoing Phase 1/2 CARDINAL trial (NCT06163430).
