Merck Expands Respiratory Portfolio With Acquisition Of Verona Pharma And Its COPD Drug Ohtuvayre® (Ensifentrine)

Merck, known as MSD outside the United States and Canada, and Verona Pharma plc, a biopharmaceutical company focused on developing treatments for respiratory diseases, have announced a definitive agreement under which Merck will acquire Verona Pharma through a subsidiary. Under the terms of the agreement, Merck will purchase Verona Pharma for $107 per American Depository Share (ADS), each representing eight ordinary shares of Verona Pharma, bringing the total value of the transaction to approximately $10 billion.

With this acquisition, Merck will gain ownership of Ohtuvayre® (ensifentrine), a newly approved treatment for chronic obstructive pulmonary disease (COPD). Approved by the U.S. Food and Drug Administration in June 2024, Ohtuvayre is the first inhaled therapy with a novel mechanism of action for COPD in over two decades. It is a selective dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4), providing both bronchodilator and non-steroidal anti-inflammatory effects. In addition to its current use for maintenance treatment in adults with COPD, Ohtuvayre is also being evaluated in clinical trials for potential use in treating non-cystic fibrosis bronchiectasis.

Robert M. Davis, chairman and chief executive officer, Merck, mentioned, “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.”

David Zaccardelli, president and chief executive officer, Verona Pharma, said in a statement, “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.”

The transaction has received unanimous approval from the Boards of Directors of both Merck and Verona Pharma. It is expected to proceed under a scheme of arrangement in accordance with UK law. Completion of the deal remains subject to several conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act in the United States, approval by Verona Pharma shareholders, approval from the High Court of Justice of England and Wales, and other customary closing conditions.

The acquisition is anticipated to close in the fourth quarter of 2025. Following completion, the majority of the purchase price will be capitalized as an intangible asset associated with Ohtuvayre, which Merck plans to amortize over the product's useful life in accordance with GAAP accounting standards. This move aligns with Merck’s strategy to strengthen its cardio-pulmonary pipeline and expand its presence in the respiratory treatment space, reinforcing its commitment to addressing unmet needs in chronic lung diseases.