Merck (TERN) plans tender offer to acquire Terns under March 24, 2025 merger

Rhea-AI Filing Summary

Merck (through Thailand Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC) disclosed preliminary communications about a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals, Inc. under an Agreement and Plan of Merger dated March 24, 2025.

The tender offer has not commenced; when launched, Merck and the purchaser will file a Schedule TO and Terns will file a Schedule 14D-9. The filing reiterates customary forward-looking caution about completion risks, regulatory and clinical uncertainties, and the potential for competing proposals.

Insights

Mergers & Acquisitions Counsel

Planned tender offer follows a merger agreement; documentation and regulatory conditions will govern timing and closing.

The filing identifies a merger agreement dated March 24, 2025 and states that a formal Schedule TO will be filed when the tender offer commences. It emphasizes that the tender offer has not yet begun and that completion is subject to customary conditions.

Key dependencies include shareholder tender levels, any regulatory or clinical developments, and the parties' ability to satisfy or waive closing conditions. Subsequent SEC filings will provide the definitive offer terms and timetable.

Corporate Finance Analyst

Transaction announced as planned; financial impact and deal consideration will be disclosed in upcoming tender materials.

The statement is a preliminary communication: it does not disclose consideration, financing, or projected closing dates. It directs holders to the Schedule TO and Schedule 14D-9 for offer terms and solicitation/recommendation information.

Financial stakeholders should review the forthcoming offer documents and Merck's and Terns' SEC filings for material terms, financing details, and any disclosures about clinical or regulatory risks affecting deal value.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

TERNS PHARMACEUTICALS, INC.

(Name of Subject Company - Issuer)

THAILAND MERGER SUB, INC.

a wholly owned subsidiary of

MERCK SHARP & DOHME LLC

(Names of Filing Persons - Offerors)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

880881107

(CUSIP Number of Class of Securities)

Kelly Grez

Corporate Secretary, Merck & Co., Inc.

126 East Lincoln Avenue Rahway, NJ 07065

(908) 740-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Catherine J. Dargan

Andrew Fischer

Alicia Zhang

Covington & Burling LLP

One CityCenter

850 Tenth Street, NW

Washington, D.C. 20001

(202) 662-6000

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

☒ third party tender offer subject to Rule 14d-l

☐ issuer tender offer subject to Rule 13e-4

☐ going-private transaction subject to Rule 13e-3

☐ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a tender offer by Thailand Merger Sub, Inc. (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Merck Sharp & Dohme LLC (“Merck”), to purchase all of the shares of common stock, par value $0.0001 per share, of Terns Pharmaceuticals, Inc., a Delaware corporation (“Terns”), that are issued and outstanding, pursuant to the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Terns, Purchaser and Merck.

Additional Information and Where to Find It

The tender offer described in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Terns or any other securities, nor is it a substitute for the tender offer materials described herein. At the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed by Merck and the Purchaser with the Securities and Exchange Commission (the “SEC”), and a solicitation/recommendation statement on Schedule 14D-9 will be filed by Terns with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.

Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, and the Solicitation/Recommendation Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer, which will be named in the tender offer statement. In addition, Merck and Terns file annual, quarterly and current reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Merck may be obtained at no charge on Merck’s internet website at www.merck.com or by contacting Merck at 126 East Lincoln Avenue P.O. Box 2000, Rahway, NJ 07065 USA, or by phone at (908) 740-4000. Copies of the documents filed with the SEC by Terns may be obtained at no charge from Terns’ internet website at www.ternspharma.com or by contacting Terns at 1065 East Hillsdale Blvd., Suite 100, Foster City, CA 94404 or (650)-525-5535.

Cautionary Statement on Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this document constitute forward-looking statements within the meaning of the federal securities laws. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “expects,” “intends,” “believes,” “may,” “plan” or “will.” Forward-looking statements in this document include, but are not limited to, statements related to the potential benefits of and future plans for TERN-701; the ability of Merck and Terns to complete the transactions contemplated by the transaction agreement, including the parties’ ability to satisfy the conditions to the consummation of the transaction contemplated thereby, statements about the expected timetable for completing the transaction, Merck’s and Terns’ beliefs and expectations and statements about the benefits sought to be achieved in Merck’s proposed acquisition of Terns, the potential effects of the acquisition on both Merck and Terns, and the possibility of any termination of the transaction agreement.

Such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, such as unanticipated delays in or negative results from Terns’ clinical studies and other risks related to clinical development; delays in or unanticipated action by regulatory authorities, risks related to government contracts; having to use cash in ways other than as expected and other risks; uncertainties associated with Terns’ business in general; 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 (including, but not limited to, the failure to obtain a sufficient number of tendered shares from Terns’ shareholders); the effects of disruption from the transactions contemplated by the transaction agreement and the impact of the announcement and pendency of the transactions on Terns’ business; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; Merck’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of Merck’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

Neither Terns nor Merck undertakes any 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 Merck’s Annual Report on Form 10-K for the year ended December 31, 2025, Terns’ Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings subsequently made with the SEC available at the SEC’s Internet site (www.sec.gov).

Item 12.		Exhibits.
99.1		Investor presentation of Merck & Co., Inc., dated March 25, 2026.

FAQ

What does Merck's Schedule TO-C filing say about the planned acquisition of TERN?

It states Merck (through Thailand Merger Sub) plans a tender offer to acquire all outstanding Terns shares under a merger agreement dated March 24, 2025. The filing clarifies the tender offer has not commenced and that formal offer materials will be filed on Schedule TO.

Has the tender offer for TERN shares started?

No. The filing explicitly says the tender offer described has not yet commenced. When launched, Merck and the purchaser will file a Schedule TO and Terns will file a Schedule 14D-9 with the SEC containing the offer materials.

Where can TERN shareholders find the tender offer materials?

Shareholders may obtain the Offer to Purchase and related documents on the SEC website at www.sec.gov or from the Information Agent named in the Schedule TO. Merck and Terns will also post SEC filings on their corporate websites.

Does the filing disclose the offer price or financing for the Terns acquisition?

No. The filing is a preliminary communication and does not disclose the offer price, financing or detailed deal economics. Those items will appear in the Schedule TO and related tender offer materials when filed.

What risks does Merck identify about completing the transaction with Terns?

Merck cites typical risks including clinical and regulatory delays, the possibility of competing offers, unmet closing conditions, and litigation risk. It also lists general industry and economic uncertainties that could affect completion or outcomes.