{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-097318","form_type":"8-K","ticker":null,"cik":"0001657312","company_name":"Verona Pharma plc","filed_at":"2025-10-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.062679+00:00","generated_at":"2026-05-17T04:27:16.806739+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Merck completes acquisition of Verona Pharma for $107 per ADS","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-097318","json":"https://secwatch.observer/filing/0001104659-25-097318.json","markdown":"https://secwatch.observer/filing/0001104659-25-097318.md","text":"https://secwatch.observer/filing/0001104659-25-097318.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/tm2528100d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:27:16.806739+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e4e131c24a20cfcba25452497e622c94e9c8adcb","claim":"Verona Pharma plc underwent a change of control involving Merck Sharp & Dohme LLC for $13.375 per share in cash (closed 2025-10-07).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"was approved by stockholders in a special meeting held on Friday,\nMay 1. Under the terms of the agreement, Royal Cup has acquired all outstanding\nshares of Farmer Brothers for $1.29 per share. Farmer Brothers will now operate as part of Royal Cup and become a private company. As part of the closing of the transaction, Farmer Brothers President\nand Chief","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"than shares of Company Common Stock to be canceled pursuant to the Merger Agreement or Dissenting Shares) was converted into the\nright to receive cash in an amount equal to $1.18, without interest thereon (the “Per Share Amount”).\n\n of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the consummation of the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001193125-26-202554","ticker":"STKL","company_name":"SunOpta Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"SunOpta completes acquisition by Refresco affiliate for $6.50/share, going private","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-202554","json":"https://secwatch.observer/filing/0001193125-26-202554.json","markdown":"https://secwatch.observer/filing/0001193125-26-202554.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/351834/000119312526202554/0001193125-26-202554-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/351834/000119312526202554/d365148d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq: STKL) (TSX: SOY), a North American supply chain solutions provider, is pleased to announce the successful completion of the acquisition of the Company by an affiliate of Refresco Holding B.V. (“Refresco”) for US$6.50 per Common Share in cash","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/351834/000119312526202554/0001193125-26-202554-index.htm"}},{"accession":"0000943374-26-000182","ticker":"LNKB","company_name":"LINKBANCORP, Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"LINKBANCORP merges into Burke & Herbert; LNKB shares convert at 0.1350 ratio, stock delisted","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000943374-26-000182","json":"https://secwatch.observer/filing/0000943374-26-000182.json","markdown":"https://secwatch.observer/filing/0000943374-26-000182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1756701/000094337426000182/0000943374-26-000182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1756701/000094337426000182/form8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Burke & Herbert and LNKB, was converted into the right to receive 0.1350 shares (the “Exchange Ratio”) of\n common stock, par value $0.50 per share, of Burke & Herbert (“Burke & Herbert Common Stock,” and such shares, the “Merger Consideration”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1756701/000094337426000182/0000943374-26-000182-index.htm"}},{"accession":"0001104659-26-052390","ticker":"GDEN","company_name":"NEW ROYAL HOLDCO I INC.","filed_at":"2026-04-30T23:59:59+00:00","headline":"Golden Entertainment completes sale to VICI/Argento; shareholders get $2.75 cash + 0.902 VICI shares","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-052390","json":"https://secwatch.observer/filing/0001104659-26-052390.json","markdown":"https://secwatch.observer/filing/0001104659-26-052390.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1071255/000110465926052390/0001104659-26-052390-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1071255/000110465926052390/tm2613183d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"issued and\noutstanding immediately prior to the Effective Time was converted into the right to receive a number of fully paid and nonassessable\nPropCo Buyer Shares equal to 0.902 with cash paid in lieu of fractional shares (the “ Exchange Ratio ”, and such merger,\nthe “ Merger ,” and together with the PropCo Distribution, the Distribution, the Pre-Closing","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1071255/000110465926052390/0001104659-26-052390-index.htm"}},{"accession":"0001140361-26-017299","ticker":null,"company_name":"SEMrush Holdings, Inc.","filed_at":"2026-04-28T23:59:59+00:00","headline":"Adobe completes $12.00/share acquisition of Semrush; SEMR to be delisted","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-017299","json":"https://secwatch.observer/filing/0001140361-26-017299.json","markdown":"https://secwatch.observer/filing/0001140361-26-017299.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/ef20071354_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"ordinary shares, nominal value £0.05 per share, of the Company (each a “ Company Share ”); · holders\nof Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the “ Consideration ”);\nand · because\neach American Depositary Share of the Company (each a “ Company ADS ”) represented a beneficial interest in eight","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657312/000110465925097318/0001104659-25-097318-index.htm","comparable_excerpt":"☐ Introduction Merger Agreement On April 28, 2026, Adobe Inc., a Delaware corporation (“Adobe”), completed its previously announced acquisition of Semrush Holdings, Inc., a Delaware","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831840/000114036126017299/0001140361-26-017299-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}