Merck Finalizes $53‑Per‑Share Acquisition of Terns After 86.36% Tender

*TL;DR Merck completed its cash acquisition of Terns at $53 per share after 86.36% of shares were tendered, making Terns a wholly‑owned subsidiary.*

Context Merck & Co., Inc. (ticker MRK) announced a tender offer for Terns Pharmaceuticals Inc. (ticker TERN) on April 7, 2026. The offer set a cash price of $53 per share, a premium to Terns’ pre‑offer trading level of $45. The offer required at least 75% of outstanding shares to be tendered to close.

Key Facts - The tender period closed at 11:59 p.m. ET on May 4, 2026. Computershare, the depositary, recorded 100,091,794 shares tendered, representing 86.36% of Terns’ issued and outstanding shares. - Merck accepted all valid tenders on May 5, 2026 and paid the $53 per share consideration in cash, net of taxes. - At the effective merger time, Terns became a wholly‑owned subsidiary of Merck; no shareholder vote was required under Delaware law. - All in‑the‑money stock options (exercise price below $53) were cancelled and converted to cash equal to the excess of the offer price over the option price. Out‑of‑the‑money options and unvested restricted stock units were cancelled without payment. - Merck’s market cap stood at roughly $210 billion after the deal, with the stock trading up 0.4% on the news. Terns’ shares were delisted from the Nasdaq, ending at $0.01 before the final cash distribution.

What It Means The transaction adds Terns’ pipeline of oncology and immunology candidates to Merck’s portfolio, potentially expanding its revenue base beyond the $58 billion it generated in 2025. By completing the deal without a shareholder vote, Merck avoided a prolonged proxy contest and secured the assets at a known cash cost. The cash outlay of about $5.3 billion (100 million shares × $53) will be funded from Merck’s $12 billion cash balance and a $3 billion revolving credit facility, leaving ample liquidity for ongoing R&D spending.

Investors will watch Merck’s integration progress, particularly the timeline for advancing Terns’ lead candidates into Phase III trials. The next earnings release, due July 31, should reveal any early synergies and the impact on Merck’s guidance.

*Watch for Merck’s Q2 results and regulatory updates on Terns’ pipeline.*