Merck & Co., Inc. (MRK) entered a merger agreement on July 9, 2025, to acquire a respiratory diseases-focused biopharmaceutical company, Verona Pharma plc (VRNA), for $10 billion.
Under the terms of the agreement, Merck, through a subsidiary, will acquire Verona Pharma for $107 per American Depository Share (ADS), each of which represents eight Verona Pharma ordinary shares. The per ADS price represents a premium of 23.19% from the stock’s last close.
Verona Pharma is a biopharmaceutical company developing and commercializing innovative inhaled therapies for chronic respiratory diseases, including its lead product ensifentrine, for COPD and other lung conditions.
Merck is a global biopharmaceutical company developing innovative medicines, vaccines, and animal health products to prevent and treat diseases worldwide.
Through this deal, Merck will add Ohtuvayre (ensifentrine) to its growing pipeline of heart and lung treatments. Ohtuvayre is a first-of-its-kind drug that works by blocking two enzymes (PDE3 and PDE4) and helps open the airways and reduce inflammation without using steroids. The U.S. Food and Drug Administration (FDA) approved it in June 2024 for the ongoing treatment of chronic obstructive pulmonary disease (COPD) in adults. It’s the first new inhaled treatment for COPD in over 20 years. Ohtuvayre is also being tested in clinical trials for another lung condition called non-cystic fibrosis bronchiectasis.
“Ohtuvayre complements and expands our pipeline and portfolio of treatments for cardio-pulmonary diseases while delivering near- and long-term growth as well as value for shareholders,” said Merck CEO Robert Davis.
The deal is expected to close in the fourth quarter of 2025.
Centerview Partners acted as financial advisor to Verona Pharma, with Latham & Watkins serving as legal counsel. Merck received financial advice from Citi and Morgan Stanley, while Freshfields Bruckhaus Deringer provided legal counsel.
To explore further details related to this M&A transaction, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of Verona Pharma plc (VRNA) by Merck & Co., Inc. (MRK)
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Editor’s Note: Baranjot Kaur contributed to this article