Merck has reached a definitive agreement to acquire Verona Pharma, a biopharmaceutical company focused on respiratory diseases, for $107 per American Depository Share (ADS), totaling about $10 billion. Each ADS represents eight ordinary shares of Verona Pharma.
This acquisition adds Ohtuvayre (ensifentrine), a first-in-class inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4), to Merck’s cardio-pulmonary portfolio. Ohtuvayre, approved by the FDA in June 2024 for chronic obstructive pulmonary disease (COPD), is the first new inhaled treatment for COPD in over 20 years and combines bronchodilator and anti-inflammatory effects. It is also being studied for non-cystic fibrosis bronchiectasis.
Both companies’ Boards unanimously approved the deal and will proceed under UK law, with expected closure in the fourth quarter of 2025. Most of the purchase price will be capitalized as an intangible asset for Ohtuvayre, which will be amortized over its lifespan.
Advisors: Citi and Morgan Stanley acted as financial advisors to Merck in this transaction, and Freshfields acted as Merck’s legal advisor. And Centerview Partners acted as exclusive financial advisor to Verona Pharma and Latham & Watkins as Verona Pharma’s legal advisor.
KEY QUOTES:
“This acquisition of Verona Pharma reflects the commitment we have to delivering innovative treatments to patients and our ability to execute on our science-led and value-driven business development strategy. 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. This novel, first-in-class treatment addresses an important unmet need for COPD patients persistently symptomatic based on its unique combination of bronchodilatory and non-steroidal anti-inflammatory effects. We look forward to welcoming the talented Verona Pharma team to Merck.”
Robert M. Davis, chairman and chief executive officer, Merck
“Today’s announced agreement with Merck is the culmination of years of focus and determination by the Verona Pharma team advancing Ohtuvayre, the first novel inhaled mechanism for the maintenance treatment of COPD in two decades. Since launching Ohtuvayre in August 2024 we have seen rapid and accelerating uptake in the U.S. We believe Merck’s commercial footprint and industry-leading clinical capabilities will help accelerate the potential of Ohtuvayre to reach more patients living with COPD. This agreement will enable the strong launch trajectory of this important medicine and provides value to Verona Pharma shareholders.”
David Zaccardelli, president and chief executive officer, Verona Pharma
