Merck Finalizes $53-Per-Share Terns Acquisition, Gains FDA-Backed CML Candidate
Merck has completed its $53-per-share acquisition of Terns Pharmaceuticals, securing 86.4% of its outstanding stock to make Terns a wholly owned subsidiary and delist it. The deal triggers a $5.8bn R&D charge and a $0.12-per-share EPS headwind in 2026 while advancing TERN-701, a CML therapy with FDA breakthrough designation.
1. Acquisition Completion and Deal Terms
Merck has completed its tender offer and merger to acquire Terns Pharmaceuticals, purchasing 86.36% of outstanding shares at $53 per share. Terns is now a wholly owned subsidiary and will be delisted from the Nasdaq Global Select Market.
2. Financial Impact and Accounting Charges
The transaction is treated as an asset acquisition, resulting in a $5.8bn research and development charge and a $0.12-per-share EPS headwind in the second quarter and full year 2026 results. These charges reflect advancement and financing costs for the TERN-701 program.
3. TERN-701 Program and Pipeline Significance
TERN-701 is an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor in Phase I/II trials that recently received FDA breakthrough therapy designation for adults with Philadelphia chromosome-positive CML after two prior tyrosine kinase inhibitors. The candidate binds the ABL myristoyl pocket and has the potential to offer a differentiated treatment option for patients without the T315I mutation.