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

Terns Pharmaceuticals, Inc.

Merck subsidiary will pay $53.00 per share in cash, representing ~$6.7B equity value; ~$5.7B net of acquired cash.
Premium of 31% to 60-day and 42% to 90-day VWAP as of March 24, 2026.
Terns’ lead candidate TERN-701 is an investigational allosteric BCR::ABL1 inhibitor in Phase 1/2 for CML; FDA Orphan Drug Designation granted March 2024.
Transaction subject to HSR waiting period, tender of >50% of Terns shares, and other customary conditions; expected to close Q2 2026.
Merck expects ~$5.8B charge (~$2.35/share) in Q2 and full year 2026 GAAP and non-GAAP results related to the acquisition.

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Terns Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Merck Sharp & Dohme LLC, Thailand Merger Sub, Inc. (effective 2026-03-24).

Action: entry
Agreement: merger
Counterparty: Merck Sharp & Dohme LLC, Thailand Merger Sub, Inc.
Effective: 2026-03-24

Exact text from the 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 ”).

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Terns Pharmaceuticals, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-122785

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