, with each ADS representing eight ordinary shares of Verona.){kind=link}
Pharmaceutical giant Merck, has entered into an agreement to acquire UK-based Verona Pharma plc in a deal valued at approximately $10 billion. Under the terms, Merck will purchase Verona for $107 per American Depository Share (ADS), with each ADS representing eight ordinary shares of Verona.
The acquisition will bring Verona’s recently approved chronic obstructive pulmonary disease (COPD) treatment, Ohtuvayre® (ensifentrine), into Merck’s portfolio. The U.S. Food and Drug Administration approved the inhaled therapy in June 2024 for the maintenance treatment of COPD in adults. The drug is notable as the first new inhaled mechanism for treating COPD in more than two decades, combining bronchodilator and anti-inflammatory effects through dual inhibition of the PDE3 and PDE4 enzymes.
Merck stated that the acquisition will strengthen its cardio-pulmonary pipeline and support its growth strategy in the sector. Ohtuvayre is also in clinical development for non-cystic fibrosis bronchiectasis, a chronic lung condition with limited treatment options.
Both companies’ boards of directors have unanimously approved the transaction. The deal is structured as a scheme of arrangement under UK law and remains subject to regulatory approvals, including under the Hart-Scott-Rodino Act in the U.S., as well as approval from Verona shareholders and the UK High Court. The companies expect the acquisition to close in the fourth quarter of 2025.
Following completion, Merck is expected to capitalize most of the purchase price as an intangible asset associated with Ohtuvayre, which will be amortized over time in accordance with GAAP accounting standards.