Merck KGaA (a leading science and technology company) and SpringWorks Therapeutics (a Stamford, Connecticut-based commercial-stage biopharmaceutical company focused on severe rare diseases and cancer) announced that the companies have entered into a definitive agreement for Merck KGaA, Darmstadt, Germany, to acquire SpringWorks.
The planned deal is fully aligned with the business development/M&A priorities of Merck KGaA’s Healthcare business in Darmstadt, Germany. It also fits with the strategic objective of strengthening the company’s presence in the US, the world’s largest pharmaceutical market. Merck KGaA, Darmstadt, Germany, runs its Healthcare business as EMD Serono in the US and Canada.
SpringWorks’ rare tumor portfolio – including a marketed first-in-class, systemic standard-of-care therapy for adults with desmoid tumors and the first and only approved therapy for adults and children with neurofibromatosis type 1 (NF1) who have symptomatic plexiform neurofibromas (PN) not amenable to complete resection – will accelerate immediate and sustainable revenue growth for Merck KGaA, Darmstadt, Germany.
Deal value: The purchase price of $47 per share in cash represents an equity value of approximately $3.9 billion, or an enterprise value of $3.4 billion (€3.0 billion) based on SpringWorks’ cash balance as of December 31, 2024, and a premium of 26% to SpringWorks’ unaffected 20-day volume-weighted average price of $37.38 on 2/7/2025, the day before the first market speculation of a potential transaction between Merck KGaA, Darmstadt, Germany, and SpringWorks.
Upon the deal’s closing, the business combination will immediately contribute to Merck KGaA’s revenues in Darmstadt, Germany, and is expected to be accretive to the company’s earnings per share pre (EPS pre) in 2027. The acquisition will be funded with available cash and new debt.
Beyond this planned deal, Merck KGaA, Darmstadt, Germany, will retain the ability to pursue larger transactions and continue to evaluate opportunities across its three sectors, with Life Science a priority. Merck KGaA, Darmstadt, Germany, is committed to preserving its strong investment-grade credit rating.
SpringWorks’ portfolio complements Merck KGaA, Darmstadt, Germany’s progress in rare tumors. Merck KGaA, Darmstadt, Germany, recently exercised an option for the worldwide commercialization rights for pimicotinib, an investigational therapy developed by Abbisko Therapeutics Co., Ltd., for patients with tenosynovial giant cell tumor (TGCT).
The agreed deal allows for SpringWorks to expand its reach into markets beyond the U.S. and leverage the resources of Merck KGaA, Darmstadt, Germany’s global healthcare organization.
SpringWorks’ U.S. Food and Drug Administration (FDA)-approved therapy, OGSIVEO (nirogacestat), is a first-in-class therapy that is the systemic standard of care for treating adult patients with progressing desmoid tumors who require systemic treatment. And SpringWorks’ marketing authorization application (MAA) for nirogacestat is under review with the European Medicines Agency (EMA), with a Committee for Medicinal Products for Human Use (CHMP) decision expected in Q2 2025.
GOMEKLI: GOMEKLI (mirdametinib) is the first and only FDA-approved therapy for treating adult and pediatric patients 2 years of age and older with NF1-PN who are not amenable to complete a resection. And the FDA’s February 2025 approval of GOMEKLI was based on positive data from SpringWorks’ Phase 2b ReNeu trial, which showed GOMEKLI treatment resulted in a robust objective response rate, deep and durable reductions in tumor volume, and a manageable safety profile.
Through the approval, SpringWorks was granted a rare pediatric disease priority review voucher by the FDA. And the marketing authorisation application for mirdametinib has been validated by the European Medicines Agency (EMA) with a potential approval in 2025. Plus, SpringWorks is advancing its pipeline with additional programs in other tumor settings that are currently underserved.
Deal approval status: The deal has been unanimously approved, by all those in attendance, by both the Merck KGaA, Darmstadt, Germany, and SpringWorks Boards of Directors and is expected to close in the second half of 2025, subject to satisfaction of customary closing conditions, including approval of SpringWorks’ shareholders and receipt of required regulatory approvals.
Advisor/Counsel: J.P. Morgan is acting as exclusive financial advisor, and Sullivan & Cromwell is acting as legal counsel for Merck KGaA, Darmstadt, Germany. Centerview Partners and Goldman Sachs are joint financial advisors to SpringWorks, and Goodwin Procter is serving as SpringWorks’ legal counsel.
KEY QUOTES:
“The agreed acquisition of SpringWorks is a major step in our active portfolio strategy to position our company as a globally diversified, innovation and technology powerhouse. For our Healthcare sector, it sharpens the focus on rare tumors, accelerates growth, and strengthens our presence in the U.S. Beyond this planned transaction, we will continue to explore M&A opportunities across our three complementary business sectors, always with a firm focus on strategic fit, financial robustness, and long-term value creation.”
Belén Garijo, Chair of the Executive Board and CEO of Merck KGaA, Darmstadt, Germany
“We have the unique opportunity with SpringWorks to establish a leadership position in rare tumors and build a strong foundation for further investments in this area, where a large unmet medical need exists. Together, our company and SpringWorks are the perfect combination to improve outcomes for patients with rare tumors and bring therapeutic innovations to more patients worldwide while building on and reinforcing the early success of SpringWorks in the United States. For us, the planned acquisition will create long term, sustainable growth for our Healthcare business. Along with my successor Danny Bar-Zohar, we look forward to completing this strategic transaction and making a meaningful difference for patients whose lives are so profoundly affected by these complex and challenging tumors.”
Peter Guenter, member of the Executive Board and CEO of Healthcare at Merck KGaA, Darmstadt, Germany
“From the outset, our focus at SpringWorks has been to create transformative solutions for patients suffering from serious diseases. We have successfully launched two best-in-class medicines in the United States, and with the aspiration to deliver our therapies worldwide, our journey is at a pivotal juncture. It became clear during our discussions with the team of Merck KGaA, Darmstadt, Germany that we share many core values, including a commitment to help more patients with rare tumors live longer, better lives. We believe that by joining forces with Merck KGaA, Darmstadt, Germany, we are not only creating significant, immediate value for our stakeholders, but we will also be able to leverage their resources and expertise to build a brighter future for the patient communities we seek to serve while also creating new opportunities for SpringWorks employees as part of a global organization.”
Saqib Islam, CEO of SpringWorks Therapeutics
