Verona Pharma plc: M&A transaction — Merck completes acquisition of Verona Pharma for $107 per ADS

Verona Pharma plc

Consideration: $13.375 per ordinary share ($107 per ADS) paid in cash.
Nasdaq trading suspended Oct 7; company to file Form 25 for delisting and deregistration.
All 10 directors resigned; Benjamin Lucas (PEO) and Ebru Can Temucin (PFO) appointed.
Verona Pharma becomes an indirect wholly owned subsidiary of Merck.
High Court sanctioned Scheme of Arrangement on Oct 6; transaction closed Oct 7.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Verona Pharma plc underwent a change of control involving Merck Sharp & Dohme LLC for $13.375 per share in cash (closed 2025-10-07).

Action: change of control
Counterparty: Merck Sharp & Dohme LLC
Consideration: $13.375 per share in cash
Closing: 2025-10-07

Exact text from the filing

ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders of Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”); and · because each American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight

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Source: SEC EDGAR

accession 0001104659-25-097318

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