Merck completes $53 per share acquisition of Terns Pharmaceuticals, adding CML drug

Merck has completed its acquisition of Terns Pharmaceuticals through a cash tender offer at $53 per share, representing approximately 86% of outstanding shares. TERN-701, granted FDA Breakthrough Therapy Designation for chronic myeloid leukemia, will be advanced by Merck, with the transaction expected to result in a $5.8 billion R&D expense charge.

Merck has announced the successful completion of its acquisition of Terns Pharmaceuticals following a cash tender offer for all outstanding shares at $53.00 per share, according to an official announcement. As of the tender offer expiration on May 4, 2026, 100,091,794 shares representing approximately 86.36% of Terns' issued and outstanding shares were validly tendered and accepted for payment. Following the tender offer, Merck completed a merger that made Terns a wholly-owned subsidiary, with Terns' common stock ceasing to trade on the Nasdaq Global Select Market.

Merck is a global pharmaceutical company known as MSD outside the US and Canada. Terns is a biopharmaceutical company focused on developing treatments for chronic myeloid leukemia. TERN-701, the lead asset, was recently granted Breakthrough Therapy Designation by the FDA for adults with Philadelphia chromosome-positive CML in chronic phase without the T315I mutation previously treated with two or more tyrosine kinase inhibitors. The designation is based on data from the ongoing Phase 1/2 CARDINAL trial.

This development matters for the oncology therapeutics sector, where differentiated treatments for CML patients who have exhausted existing options represent an unmet medical need. The transaction is expected to be accounted for as an asset acquisition, resulting in a charge to R&D expense of approximately $5.8 billion ($2.35 per share) in second quarter and full year 2026 GAAP and non-GAAP results. GAAP and non-GAAP EPS are expected to be negatively impacted by approximately $0.12 per share in 2026, representing costs associated with advancing TERN-701 and financing costs.

For the pharmaceutical industry, the acquisition reflects Merck's continued focus on science-driven, value-enhancing business development. Stakeholders including CML patients and healthcare providers stand to benefit from advancement of a potential differentiated treatment option.