Merck Launches Tender Offer to Acquire Terns Pharmaceuticals, Inc.
Merck & Co., Inc., known as MSD outside the United States and Canada, has officially launched a cash tender offer through one of its subsidiaries to acquire all outstanding shares of common stock of Terns Pharmaceuticals, Inc.. This move follows the previously announced definitive agreement between the two companies on March 25, 2026, and represents a key step toward completing the planned acquisition.
The tender offer marks a critical phase in the transaction process, providing Terns shareholders with the opportunity to sell their shares directly to Merck at a fixed price. Under the terms of the offer, shareholders will receive $53.00 in cash for each share of Terns common stock that is validly tendered and not withdrawn prior to the expiration of the offer. The payment will be made without interest and will be subject to applicable tax withholding requirements.
If the tender offer is successfully completed, Terns Pharmaceuticals will become a wholly owned subsidiary of Merck. This acquisition is expected to further strengthen Merck’s pipeline and capabilities, particularly in areas where Terns has been actively developing innovative therapies. While the announcement primarily focuses on the transaction mechanics, it also underscores Merck’s continued strategy of expanding its portfolio through targeted acquisitions of clinical-stage biotechnology companies.
To ensure transparency and regulatory compliance, Merck has filed a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission. This filing provides detailed information regarding the terms, conditions, and procedures associated with the tender offer. In parallel, Terns Pharmaceuticals has submitted a solicitation and recommendation statement on Schedule 14D-9 to the SEC. Importantly, this document includes the formal recommendation from Terns’ board of directors, which has unanimously advised its shareholders to accept the tender offer and tender their shares.
The endorsement from Terns’ board reflects confidence in the transaction and suggests that the proposed acquisition price represents a fair and attractive value for shareholders. Board recommendations play a significant role in tender offers, as they guide investors in making informed decisions about whether to participate in the transaction.
The tender offer is currently open and is scheduled to expire shortly after 11:59 p.m. Eastern Time on May 4, 2026, unless it is extended in accordance with the terms outlined in the merger agreement and applicable SEC regulations. During this period, shareholders can choose to tender their shares, withdraw previously tendered shares, or take no action.
As with most transactions of this nature, the completion of the tender offer is subject to several customary closing conditions. One of the primary requirements is that a majority of Terns’ outstanding shares—specifically, more than 50%—must be validly tendered and not withdrawn before the offer expires. This minimum tender condition ensures that Merck obtains sufficient ownership to proceed with the acquisition.
Another key condition is the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. This regulatory requirement is designed to allow U.S. antitrust authorities to review the transaction and assess its potential impact on market competition. Clearance under this framework is a standard step for large mergers and acquisitions in the United States.
In addition to these requirements, the transaction is subject to other customary conditions, including the absence of material adverse changes affecting Terns and the satisfaction of various legal and administrative obligations. Assuming these conditions are met, the acquisition is expected to close in the second quarter of 2026.
Following the successful completion of the tender offer and acquisition, Terns Pharmaceuticals will be fully integrated into Merck’s corporate structure as a wholly owned subsidiary. This integration is likely to enable Merck to leverage Terns’ research and development capabilities, potentially accelerating the advancement of its pipeline programs and enhancing its overall innovation strategy.
The use of a tender offer structure in this transaction reflects a common approach in public company acquisitions, particularly when speed and certainty of execution are priorities. By offering shareholders a direct cash payment for their shares, Merck aims to facilitate a streamlined acquisition process while providing immediate value to investors.
From a broader industry perspective, this transaction highlights the ongoing trend of consolidation within the biopharmaceutical sector. Large pharmaceutical companies like Merck continue to seek opportunities to acquire innovative biotech firms in order to strengthen their pipelines, access new technologies, and maintain competitive positioning in a rapidly evolving market.
For Terns Pharmaceuticals, the acquisition represents an opportunity to advance its programs within the framework of a larger organization with extensive global resources. For shareholders, the tender offer provides a clear and immediate liquidity event at a defined premium, supported by the recommendation of the company’s board.
In summary, Merck’s initiation of the tender offer for Terns Pharmaceuticals marks a significant milestone in the acquisition process. With regulatory filings in place, board approval secured, and a defined timeline established, the transaction is progressing toward completion. If successful, it will result in Terns becoming part of Merck’s expanding portfolio, reinforcing the company’s commitment to growth through strategic investment and innovation in the biopharmaceutical space.
About Merck
At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities
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