Rahway, NJ — May 5, 2026 — Leads & Copy — Merck (NYSE: MRK) has finalized its acquisition of Terns Pharmaceuticals, Inc. (Nasdaq: TERN), the company announced today.
The acquisition was completed after Merck successfully purchased all outstanding shares of Terns’ common stock.
Robert M. Davis, chairman and chief executive officer at Merck, stated the Terns acquisition demonstrates Merck’s focus on science-driven business development with the goal of bringing meaningful innovation to patients.
Merck believes TERN-701 has the potential to be a differentiated treatment option for certain patients with chronic myeloid leukemia, and the company looks forward to working with the Terns team to advance its clinical development, Davis said.
TERN-701 recently received Breakthrough Therapy Designation (BTD) from the U.S. Food and Drug Administration (FDA) for treating adults with Philadelphia chromosome-positive chronic myeloid leukemia (CML) in the chronic phase without the T315I mutation, who have been previously treated with two or more tyrosine kinase inhibitors (TKIs). The BTD designation is based on data from the ongoing Phase 1/2 CARDINAL trial (NCT06163430).
Merck completed the cash tender offer for all outstanding shares of Terns at $53.00 per share, without interest and subject to applicable tax withholding. Upon the tender offer’s expiration on May 4, 2026, 100,091,794 shares of Terns common stock were validly tendered and not withdrawn, representing approximately 86.36% of the total issued and outstanding shares. Merck will promptly pay for all accepted shares.
Following the tender offer, Merck completed the acquisition through a merger of its wholly-owned subsidiary with Terns, with Terns as the surviving corporation. All outstanding shares of Terns common stock were converted into the right to receive $53.00 per share in cash, without interest and subject to tax withholding. With the completion of the merger, Terns is now a wholly-owned subsidiary of Merck, and its common stock will no longer be listed or traded on the Nasdaq Global Select Market.
The transaction is expected to be accounted for as an asset acquisition, resulting in a charge to research and development expense of approximately $5.8 billion, or $2.35 per share, included in both second quarter and full year 2026 GAAP and non-GAAP results. Additionally, GAAP and non-GAAP EPS are expected to be negatively impacted by approximately $0.12 per share in 2026, representing costs associated with advancing TERN-701 and costs of financing.
TERN-701 is an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor (TKI) designed to bind to the ABL myristoyl pocket, with a potentially best-in-disease profile to improve upon existing treatments for CML patients.
Chronic myeloid leukemia (CML) is a slow-growing blood cancer characterized by an overproduction of white blood cells that accumulate in the blood and bone marrow, disrupting the production of healthy blood cells. CML is associated with the Philadelphia chromosome, a translocation between chromosomes 9 and 22 that results in constitutive activation of the BCR::ABL1 fusion protein, which fuels cancer growth.
Merck is advancing a pipeline of hematology candidates targeting a diverse range of targets across leukemias, lymphomas and myeloproliferative neoplasms. Candidates in Phase 3 development include: bomedemstat (MK-3543), an investigational, orally available lysine-specific demethylase 1 (LSD1) inhibitor; nemtabrutinib (MK-1026), an investigational, non-covalent Bruton’s tyrosine kinase (BTK) inhibitor; and zilovertamab vedotin (MK-2140), an investigational antibody-drug conjugate (ADC) that targets receptor tyrosine kinase-like orphan receptor 1 (ROR1). Additionally, MK-1045, an investigational CD19xCD3 T-cell engager, is currently being evaluated in a Phase 1b/2 trial.
At Merck, known as MSD outside of the United States and Canada, the company is unified around the purpose of using the power of leading-edge science to save and improve lives around the world.
Source: Merck
