Merck to acquire Verona Pharma for ~$10B ($107/ADS); includes Ohtuvayre COPD drug

Verona Pharma plc

Total transaction value ~$10B; Merck to pay $107 per ADS ($13.375 per ordinary share).
Ohtuvayre (ensifentrine) is first-in-class PDE3/PDE4 inhibitor for COPD maintenance, approved June 2024.
Transaction expected to close Q4 2025, subject to HSR, shareholder vote, and UK court sanction.
Merck's acquisition enhances cardio-pulmonary pipeline; Ohtuvayre also in trials for bronchiectasis.
Termination fee of $100M payable to Merck if Verona accepts superior proposal or board changes recommendation.

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