Merck to acquire Terns for $53.00/share ($6.7B equity value); adds CML candidate TERN-701

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios , the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

on the Closing Date, the Company terminated all outstanding lender commitments under the Credit Agreement, dated as of March 10, 2023 (as amended by Amendment No. 1, dated as of September 12, 2024, and as further amended, restated, supplemented or modified prior to the Closing Date, the “Credit Agreement”), among the Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent

This filing

On March 24, 2026, Terns Pharmaceuticals, Inc., a Delaware corporation (the “ Company ” or “ Terns ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Parent ” or “ Merck ”), and Thailand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”).

Comparable filing

On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).