Merck Sharp & Dohme Acquires Verona Pharma for $10.3 Billion

Merck Sharp & Dohme LLC acquired Verona Pharma plc for $10.3 billion, adding Ohtuvayre (ensifentrine) to its cardio-pulmonary pipeline. The transaction is expected to negatively impact non-GAAP EPS by ~$0.16 in the first 12 months but turn accretive to non-GAAP EPS in 2027 and be accretive in 2028. The acquisition is expected to close in Q4 2025, subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.

Merck Sharp & Dohme LLC has completed its acquisition of Verona Pharma plc for approximately $10.3 billion, a significant move to strengthen its cardio-pulmonary portfolio. The transaction, which closed on September 12, 2025, includes the addition of Ohtuvayre (ensifentrine), a first-in-class COPD maintenance treatment Merck Completes Acquisition of Verona Pharma^[2].

Under the terms of the agreement, Merck's subsidiary, Vol Holdings LLC, acquired all issued and outstanding ordinary shares of Verona Pharma. Shareholders received $13.375 in cash per ordinary share, while holders of American Depositary Shares (ADS), each representing eight ordinary shares, received $107 per ADS Merck completes acquisition of Verona Pharma; VRNA shares delisted from Nasdaq^[1].

The acquisition is expected to have a negative impact on non-GAAP EPS by approximately $0.16 in the first 12 months, representing costs associated with financing the transaction partially offset by Ohtuvayre performance. However, the transaction is expected to turn accretive to non-GAAP EPS in 2027 and be accretive in 2028 Merck Completes Acquisition of Verona Pharma^[2].

Ohtuvayre, a first-in-class selective dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4), is indicated for the maintenance treatment of chronic obstructive pulmonary disease (COPD) in adult patients. It was approved by the U.S. Food and Drug Administration in June 2024 and is the first novel inhaled mechanism for the maintenance treatment of COPD in more than 20 years Merck Completes Acquisition of Verona Pharma^[2].

The acquisition also includes a fixed-dose combination of ensifentrine and glycopyrrolate, a LAMA, currently under development for the maintenance treatment of COPD Merck Completes Acquisition of Verona Pharma^[2].

Verona Pharma's ADSs have been delisted from the Nasdaq Global Market, and the company has requested the SEC to suspend trading and terminate registration of its shares and ADSs Merck completes acquisition of Verona Pharma; VRNA shares delisted from Nasdaq^[1].

The acquisition is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions Merck Completes Acquisition of Verona Pharma^[2].