Merck KGaA, Darmstadt Germany to Acquire SpringWorks Therapeutics to Accelerate Healthcare Growth

Merck KGaA, Darmstadt, Germany, a leading science and technology company, announced today a definitive agreement to acquire SpringWorks Therapeutics, Inc. (Nasdaq: SWTX), a commercial-stage biopharmaceutical company focused on severe rare diseases and cancer. The transaction values SpringWorks at approximately $3.9 billion in equity, or $3.4 billion in enterprise value, with Merck KGaA offering $47 per share in cash a 26% premium to SpringWorks’ 20-day average stock price before market speculation began on February 7, 2025.

"The agreed acquisition of SpringWorks is a major step in our active portfolio strategy to position Merck KGaA, as a globally diversified, innovation and technology powerhouse," said Belén Garijo, Chair of the Executive Board and CEO of Merck KGaA, Darmstadt, Germany. "For our Healthcare sector, it sharpens the focus on rare tumors, accelerates growth, and strengthens our presence in the U.S." She further noted that Merck KGaA will continue to pursue M&A opportunities aligned with strategic fit, financial robustness, and long-term value creation.

The transaction supports Merck KGaA’s strategy outlined during its October 2024 Capital Markets Day, focusing on acquiring innovative assets, strengthening the U.S. healthcare footprint, and driving early value creation. The acquisition will be funded through available cash and new debt and is expected to contribute to revenues immediately and be EPS pre-accretive by 2027. Merck KGaA confirmed it will maintain its strong investment-grade credit rating and continue evaluating opportunities across its three sectors, with Life Science as a priority.

SpringWorks brings a portfolio that will accelerate revenue growth, including OGSIVEO® (nirogacestat), the first FDA-approved systemic therapy for desmoid tumors, and GOMEKLI™ (mirdametinib), the first and only FDA-approved treatment for adults and children with neurofibromatosis type 1 (NF1) with symptomatic plexiform neurofibromas not amenable to surgery.

Peter Guenter, member of the Executive Board and CEO of Healthcare at Merck KGaA, stated, "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."
He added, "Together, Merck KGaA, 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."Guenter emphasized the planned acquisition will create long-term sustainable growth for Merck KGaA’s Healthcare division.

SpringWorks sees the acquisition as a strategic opportunity to scale globally. Saqib Islam, CEO of SpringWorks Therapeutics, said, "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."He continued, "It became clear during our discussions with the Merck KGaA, team 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, 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."

SpringWorks’ marketing authorization applications for nirogacestat and mirdametinib have been submitted to the European Medicines Agency (EMA), with decisions expected later in 2025. SpringWorks also continues to develop additional programs for other underserved tumor types.

The transaction, unanimously approved by both companies’ Boards of Directors, is expected to close in the second half of 2025, subject to customary closing conditions, shareholder approval, and regulatory approvals.

Financial advisors include J.P. Morgan for Merck KGaA, Darmstadt, Germany, with Sullivan & Cromwell LLP serving as legal counsel. Centerview Partners LLC and Goldman Sachs & Co. LLC acted as joint financial advisors to SpringWorks, with Goodwin Procter LLP providing legal advice.