Acquisition of Verona by MSD Approved by the High Court of Justice of England and Wales

Rhea-AI Summary

Verona Pharma (Nasdaq: VRNA) announced that the High Court of Justice of England and Wales has sanctioned a Court‑approved scheme for MSD to acquire Verona for $107 per ADS (each ADS = eight ordinary shares), implying a total transaction value of approximately $10 billion. The Court Order is expected to be delivered to the Registrar of Companies on October 7, 2025, when the Scheme will become effective and the transaction will close. Verona ADSs are expected to cease trading after October 6, 2025, with trading halted before the open on October 7, 2025.

Positive

• Court sanctioned scheme to implement the acquisition
• Transaction priced at $107 per ADS
• Total deal value approximately $10 billion
• Expected Scheme effectiveness and closing on October 7, 2025

Negative

• Closing remains subject to conditions and not guaranteed
• Company depends on successful commercialization of Ohtuvayre
• Potential shareholder litigation could cause significant costs
• Verona ADS trading will be halted effective October 7, 2025

Insights

Corporate Transactions Analyst

MSD's court‑approved acquisition of Verona Pharma for $107 per ADS (~$10 billion) is closing imminently.

The deal transfers control by way of a Court‑sanctioned scheme of arrangement and is expected to become effective upon delivery of the Court Order to the Registrar of Companies, likely on October 7, 2025. The announcement confirms the agreed consideration of $107 per ADS, each ADS representing eight ordinary shares, and that Nasdaq trading in Verona ADSs will halt after October 6, 2025.

The primary dependencies are formal filing and administrative steps required to implement the scheme and any remaining closing conditions noted in the Transaction Agreement. Risks called out include possible delays in Registrar processing and jurisdictional issues for overseas shareholders that may affect receipt of consideration. Watch for the Registrar filing confirmation and any SEC or Registrar notices over the next few days; timeframe is immediate to within days of October 7, 2025.

LONDON and RALEIGH, N.C., Oct. 06, 2025 (GLOBE NEWSWIRE) -- Verona Pharma plc (Nasdaq: VRNA) (“Verona Pharma”), a biopharmaceutical company focused on respiratory diseases, which entered into a definitive agreement on July 8, 2025 relating to its proposed acquisition by MSD (tradename of Merck & Co., Inc., Rahway, N.J., USA), known as Merck in the U.S. and Canada, through a wholly owned subsidiary or a nominee, today announced that the High Court of Justice of England and Wales has approved the proposal for MSD to acquire Verona Pharma for $107 per American Depository Share (ADS), each of which represents eight Verona Pharma ordinary shares, for a total transaction value of approximately $10 billion (the “Transaction”).

The Transaction is being implemented by way of a Court-sanctioned scheme of arrangement under English law (the “Scheme”).

Verona Pharma is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme.

Closing of the Transaction will occur and the Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to occur on October 7, 2025, as previously announced. The last day of trading Verona ADSs on Nasdaq is expected to be today, October 6, 2025, with trading in Verona ADSs on Nasdaq being halted before the opening of trading tomorrow, October 7, 2025.

Unless otherwise defined, terms used in this press release have the same meanings as set out in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission by Verona Pharma on August 18, 2025.

For further information please contact:

Verona Pharma plc	Tel: +1-844-341-9901
Victoria Stewart, Senior Director of Investor Relations and Communications	IR@veronapharma.com
Argot Partners US Investor Enquiries	Tel: +1-212-600-1902 verona@argotpartners.com
Ten Bridge Communications International / US Media Enquiries	Tel: +1-781-316-4424 tbcverona@tenbridgecommunications.com

About Verona Pharma

Verona Pharma is a biopharmaceutical company focused on developing and commercializing innovative therapies for the treatment of chronic respiratory diseases with significant unmet medical needs. For more information, please visit www.veronapharma.com.

UK Takeover Code Does Not Apply

Verona Pharma is not a company subject to regulation under the City Code on Takeovers and Mergers (the “UK Takeover Code”), therefore no dealing disclosures are required to be made under Rule 8 of the UK Takeover Code by shareholders of Verona Pharma or Merck.

Overseas Jurisdictions

The availability of the Scheme and the Consideration to Verona shareholders may be affected by the laws of the relevant jurisdictions. Overseas Verona shareholders should inform themselves about, and should observe, any applicable legal requirements. It is the responsibility of all overseas Verona shareholders to satisfy themselves as to their full compliance with the laws of the relevant jurisdiction, including obtaining any governmental, exchange control or other consents which may be required and their compliance with any other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. If you are in any doubt regarding such matters, overseas Verona shareholders are encouraged to consult an independent professional adviser in the relevant jurisdiction without delay. Overseas Verona shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Transaction in their particular circumstances.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including with respect to the proposed transaction, and readers are cautioned not to place undue reliance on such statements. Such forward-looking statements include, but are not limited to, the ability of Merck and the Company to complete the transactions contemplated by the Transaction Agreement, including statements about the proposed transaction contemplated thereby, statements about the expected timetable for completing the transaction, the Company’s beliefs and expectations and statements about the benefits sought to be achieved in the proposed transaction, the potential effects of the proposed transaction on the Company, as well as the expected benefits and success of the Company’s products and product candidates. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include, but are not limited to, uncertainties as to the timing of the proposed transaction; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the proposed transaction contained in the Transaction Agreement may not be satisfied or waived; the effects of disruption from the transactions contemplated by the Transaction Agreement and the impact of the announcement and pendency of the transactions on the Company’s business; the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the Company’s dependence on the successful commercialization of Ohtuvayre^® and the uncertain market acceptance of Ohtuvayre as a treatment for COPD; and risks related to pharmaceutical product development, including the Company’s ongoing development of ensifentrine and any other product candidates and combinations, and the uncertainty of clinical success.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and the Company’s other filings with the SEC.

FAQ

What price did MSD agree to pay for Verona Pharma (VRNA) ADSs?

MSD agreed to pay $107 per Verona ADS, each ADS representing eight ordinary shares.

When will the MSD acquisition of Verona (VRNA) close?

The Scheme is expected to become effective and close when the Court Order is delivered to the Registrar on October 7, 2025.

Will Verona (VRNA) ADSs stop trading after the acquisition approval?

Yes. The last trading day is expected to be October 6, 2025, with trading halted before the open on October 7, 2025.

How large is the MSD‑Verona transaction value for VRNA shareholders?

The announced transaction value is approximately $10 billion for the acquisition.

Are there remaining risks that could prevent the VRNA deal closing?

Yes. The transaction remains subject to closing conditions, potential competing offers, and other customary risks.

What should overseas Verona (VRNA) shareholders consider about the Scheme?

Overseas shareholders should confirm compliance with local laws, consents, and tax obligations and consult advisers as needed.

What happens to Verona’s product commercialization after the acquisition?

The press release notes the company’s dependence on successful commercialization of Ohtuvayre and ongoing product development, which remain material factors post‑transaction.