- Commences a cash tender offer to acquire all outstanding common shares of the target company.
- Offer price is $53.00 net cash per share, payable without interest and less applicable tax withholding.
- Offer expires one minute after 11:59 p.m. Eastern Time on May 4, 2026.
- Closing is conditioned on tendering of more than 50% of outstanding shares, expiration of the Hart-Scott-Rodino waiting period and other customary conditions; transaction expected to close in Q2 2026.
Transaction overview
Merck, through a subsidiary, has commenced a cash tender offer to acquire all outstanding common shares of Terns Pharmaceuticals; Merck announced the definitive acquisition agreement on March 25, 2026.
Terms and timing
Stockholders will receive $53.00 net in cash per validly tendered share (without interest and less applicable tax withholding); the offer expires one minute after 11:59 p.m. ET on May 4, 2026 unless extended; the transaction is expected to close in Q2 2026.
Conditions and filings
The closing is conditioned on tendering of more than 50% of Terns’ outstanding shares, expiration of the Hart-Scott-Rodino waiting period and other customary conditions; Merck filed a Schedule TO and Terns filed a Schedule 14D-9, which includes the Terns board’s recommendation to tender shares.
Investor materials
Investors and security holders are urged to read the tender offer materials (including the Offer to Purchase and Letter of Transmittal) and the Schedule 14D-9; documents are available free from the SEC’s website and from Merck’s and Terns’ websites or via the designated information agent.
