Merck Completes $10 Billion Acquisition Of Verona Pharma And Adds Ohtuvayre To Pipeline

Merck, known as MSD outside the U.S. and Canada, has officially completed the acquisition of Verona Pharma plc. With this transaction, Verona Pharma becomes a wholly owned subsidiary of Merck, and its American Depositary Shares (ADS) will no longer be listed or traded on the Nasdaq Global Market.

“The Verona Pharma acquisition strengthens and complements our portfolio of treatments for patients with cardio-pulmonary diseases to include Ohtuvayre, while delivering near and long-term growth as well as value for shareholders,” said Robert M. Davis, chairman and chief executive officer, Merck. “The addition of Ohtuvayre is another strong example of our business development strategy, which focuses on opportunities where compelling science and value align. Ohtuvayre is a novel, first-in-class maintenance treatment targeting an important unmet need for adult patients with COPD. We look forward to applying our commercial capabilities and working with our talented new colleagues from Verona Pharma to build on the strong uptake and performance to date to reach even more patients with this important medicine.”

The acquisition strengthens Merck’s cardio-pulmonary pipeline with the addition of Ohtuvayre (ensifentrine), a first-in-class dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4). Approved by the U.S. FDA in June 2024 for the maintenance treatment of chronic obstructive pulmonary disease (COPD) in adults, Ohtuvayre represents the first novel inhaled mechanism for COPD in over two decades. The therapy delivers both bronchodilator and non-steroidal anti-inflammatory benefits and is currently under clinical evaluation for non-cystic fibrosis bronchiectasis.

Under the agreement, Merck acquired all outstanding Verona Pharma shares at $107 per ADS, each representing eight ordinary shares, for a total transaction value of approximately $10 billion. The company noted that most of the purchase price will be capitalized as an intangible asset for Ohtuvayre, amortized over its product life. The acquisition is expected to impact Merck’s non-GAAP EPS by approximately $0.16 in the first 12 months, reflecting transaction financing costs partially offset by Ohtuvayre’s performance.