Merck has officially completed its acquisition of Terns Pharmaceuticals, locking in full ownership of the biotech in a deal aimed at strengthening its oncology pipeline.
“The Terns acquisition reflects Merck’s continued focus on science-driven, value-enhancing business development aimed at bringing meaningful innovation to patients,” said Robert M. Davis, chairman and chief executive officer, Merck.
“We believe TERN-701 has the potential to become a differentiated treatment option for certain patients with chronic myeloid leukemia, and we look forward to working with the Terns team to advance its clinical development.”
At the center of the deal is TERN-701, a drug recently granted Breakthrough Therapy Designation by the U.S. Food and Drug Administration for adults with Philadelphia chromosome-positive chronic myeloid leukemia in the chronic phase, without the T315I mutation, who have already been treated with at least two tyrosine kinase inhibitors. The designation is based on early data from the ongoing Phase 1/2 CARDINAL trial.
The transaction closed after Merck, through a subsidiary, completed its cash tender offer for all outstanding Terns shares at $53.00 per share. By the May 4, 2026 deadline, more than 100 million shares—about 86.36% of Terns stock—had been validly tendered and accepted for payment.
Following the tender offer, Merck completed the acquisition via merger, converting all remaining shares into the same $53.00 cash consideration. Terns is now a wholly-owned Merck subsidiary, and its stock has been delisted from the Nasdaq Global Select Market.
Financially, Merck expects to account for the transaction as an asset acquisition, triggering an estimated $5.8 billion research and development charge, or about $2.35 per share, reflected in both second-quarter and full-year 2026 GAAP and non-GAAP results.
The company also anticipates a further $0.12 per share negative impact in 2026 tied to development costs for TERN-701 and financing expenses.