Merck has confirmed a $10 billion acquisition of Verona Pharma, gaining control of its COPD drug Ohtuvayre, as the pharma giant seeks growth beyond its flagship oncology portfolio.

Glimpse:

Merck will acquire Verona Pharma for around $10 billion, paying $107 per share a 23% premium. The deal adds Verona’s inhaled COPD drug, Ohtuvayre (ensifentrine), to Merck’s pipeline. The acquisition is expected to close in Q4 2025, pending regulatory and shareholder clearances.

Merck & Co. has announced it will acquire Verona Pharma plc, a London based biotech specializing in respiratory therapies, for approximately $10 billion.

Under the terms, Merck will pay $107 per American Depositary Share (ADS) reflecting a premium of around 23% over Verona’s recent closing price. The transaction has already received approval from both companies’ boards and is slated to close in the fourth quarter of 2025, subject to regulatory approvals and shareholder ratification.

Strategic Rationale & Implications

The acquisition gives Merck access to Verona’s lead asset, Ohtuvayre (ensifentrine) an inhaled, non steroid therapy for COPD. This drug was approved in the U.S. in 2024 and is already under evaluation for other lung diseases, such as non cystic fibrosis bronchiectasis.

Addressing the Patent Cliff
Merck’s blockbuster cancer drug, Keytruda, is expected to face patent expiry starting in 2028. The Verona deal is part of a broader push to diversify growth beyond oncology and offset potential revenue decline.

Accelerated Commercial Reach
While Verona has commercial traction with Ohtuvayre in the U.S., Merck’s global infrastructure could help scale adoption internationally.

Valuation & Market Response
Verona shares spiked by 20 21% following the announcement. Merck’s shares also saw modest gains on positive investor sentiment.

Financial Impact & Risks
Analysts expect the acquisition to weigh on Merck’s adjusted earnings in the first year post close. Regulatory hurdles, integration risks, and execution in new geographies are key variables to watch.

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