Merck (NYSE: TERN) to acquire Terns for $53.00 per share cash

Rhea-AI Filing Summary

Merck entities launched a cash tender offer to acquire all outstanding shares of Terns Pharmaceuticals. The offeror, Thailand Merger Sub, Inc., a wholly owned Merck subsidiary, is offering $53.00 per share in cash, pursuant to the Offer to Purchase dated April 7, 2026, and related Letter of Transmittal. The transaction is governed by an Agreement and Plan of Merger dated March 24, 2026, and the Offer is subject to the terms and conditions set forth in the Offer to Purchase.

Insights

M&A Legal Counsel

Transaction is a definitive cash tender offer at a fixed per-share price.

The filing confirms a $53.00 per share cash tender offer by a Merck subsidiary delivered via an Offer to Purchase dated April 7, 2026, and references an Agreement and Plan of Merger dated March 24, 2026. Key legal documents and communications are attached as exhibits, including the Letter of Transmittal and Schedule 14D-9.

Primary dependencies include satisfaction of the Offer conditions and completion of the merger steps described in the Agreement and Plan of Merger; financing arrangements (a April 1, 2026 364-day delayed draw term loan) are also documented. Subsequent filings will show closing conditions and any required regulatory approvals.

Corporate Finance Advisor

The deal is structured as a fixed-price cash acquisition with committed financing references.

The Schedule TO states the per-share consideration ($53.00) and attaches a 364-day delayed draw term loan credit agreement dated April 1, 2026, suggesting arranged financing. The Offer to Purchase and related exhibits supply the operational mechanics for tendering shares and settlement.

Financial close depends on the conditions in the Offer and the merger agreement; the filing lists press releases and investor materials that summarize deal rationale and timing.

Key Figures

Per-share consideration: $53.00 per Share Offer to Purchase date: April 7, 2026 Merger agreement date: March 24, 2026 +1 more

4 metrics

Per-share consideration $53.00 per Share Offer to Purchase dated April 7, 2026

Offer to Purchase date April 7, 2026 Date of Offer to Purchase and mailing with Schedule 14D-9

Merger agreement date March 24, 2026 Agreement and Plan of Merger dated March 24, 2026

Credit agreement term 364-day Delayed Draw Term Loan Credit Agreement dated April 1, 2026

Key Terms

Offer to Purchase, Letter of Transmittal, Agreement and Plan of Merger, 364-Day Delayed Draw Term Loan Credit Agreement

4 terms

Offer to Purchase regulatory

"the Offer to Purchase, dated April 7, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"the related Letter of Transmittal (as it may be amended or supplemented)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Agreement and Plan of Merger legal

"Agreement and Plan of Merger, dated as of March 24, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

364-Day Delayed Draw Term Loan Credit Agreement financial

"364-Day Delayed Draw Term Loan Credit Agreement, dated as of April 1, 2026"

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.

(Offeror)

A Wholly Owned Subsidiary of

MERCK SHARP & DOHME LLC

(Parent of Offeror)

A Wholly Owned Subsidiary of

MERCK & CO., INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

880881107

(CUSIP Number of Class of Securities)

Kelly E.W. 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

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 below to designate any transactions to which the statement relates:

☑ Third-party offer subject to Rule 14d-1.

☐ 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)

Items 1 through 9 and Item 11.

This Tender Offer Statement on Schedule TO (together with any amendments or supplements hereto, this “Schedule TO”) relates to the offer by Thailand Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Merck Sharp & Dohme LLC, a New Jersey limited liability company, to acquire all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of Terns Pharmaceuticals, Inc., a Delaware corporation (“Terns”), for $53.00 per Share, net to the seller in cash, without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 7, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The Offer to Purchase and the Letter of Transmittal are being mailed to stockholders of Terns together with the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2026 by Terns.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except as otherwise set forth below.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

Exhibit No.		Description
(a)(1)(i)*		Offer to Purchase, dated April 7, 2026.
(a)(1)(ii)*		Form of Letter of Transmittal (including IRS Form W-9).
(a)(1)(iii)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)*		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*		Summary Advertisement, as published in the New York Times on April 7, 2026.
(a)(5)(i)		Joint press release issued by Merck & Co., Inc. and Terns Pharmaceuticals, Inc., dated March  25, 2026 (incorporated by reference to Exhibit 99.1 of the first Merck Sharp & Dohme LLC Pre-Commencement Communication on Schedule TO filed with the SEC on March 25, 2026).
(a)(5)(ii)		Investor presentation of Merck & Co., Inc., dated March  25, 2026 (incorporated by reference to Exhibit 99.1 of the second Merck Sharp & Dohme LLC Pre-Commencement Communication on Schedule TO filed with the SEC on March 25, 2026).
(a)(5)(iii)		Transcript of investor call of Merck & Co., Inc., dated March  25, 2026 (incorporated by reference to Exhibit 99.1 of the Merck Sharp & Dohme LLC Pre-Commencement Communication on Schedule TO filed with the SEC on March 26, 2026).
(b)(1)*		364-Day Delayed Draw Term Loan Credit Agreement, dated as of April 1, 2026, by and among Merck  & Co., Inc., the lenders party thereto, and Citibank, N.A.
(c)		Not applicable.
(d)(1)**		Agreement and Plan of Merger, dated as of March 24, 2026, by and among Terns Pharmaceuticals, Inc., Merck Sharp  & Dohme LLC and Thailand Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Terns Pharmaceuticals, Inc. Current Report on Form 8-K filed with the SEC on March 25, 2026).
(d)(2)*		Mutual Confidential Disclosure Agreement, dated September 28, 2023, by and between Merck Sharp & Dohme LLC and Terns Pharmaceuticals, Inc.

(d)(3)*		Amendment No. 1 to the Mutual Confidential Disclosure Agreement by and between Merck Sharp & Dohme LLC and Terns Pharmaceuticals Inc., dated July 28, 2025.
(d)(4)*		Amendment No. 2 to the Mutual Confidential Disclosure Agreement by and between Merck Sharp & Dohme LLC and Terns Pharmaceuticals Inc., dated December 22, 2025.
(d)(5)*		Amendment No. 3 to the Mutual Confidential Disclosure Agreement by and between Merck Sharp & Dohme LLC and Terns Pharmaceuticals Inc., effective as of February 6, 2026.
(g)		Not applicable.
(h)		Not applicable.
107*		Filing Fee Table.

* Filed herewith

** Certain schedules have been omitted pursuant to Instruction 1 to Item 1016 of Regulation M-A. The filing persons agree to furnish supplementally a copy of any omitted schedule upon request by the SEC.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 7, 2026

THAILAND MERGER SUB, INC.
By:		/s/ Kelly E. W. Grez
Name:		Kelly E. W. Grez
Title:		Secretary
MERCK & CO., INC.
By:		/s/ Mark Walker
Name:		Mark Walker
Title:		Assistant Treasurer
MERCK SHARP & DOHME LLC
By:		/s/ Sunil A. Patel
Name:		Sunil A. Patel
Title:		Senior Vice President, Head of Business Development

FAQ

What price is Merck offering for Terns Pharmaceuticals (TERN)?

Merck's offer is $53.00 per share in cash. The Offer to Purchase dated April 7, 2026 sets the per-share cash consideration and payment mechanics.

Who is the offeror in the TERN tender offer?

The offeror is Thailand Merger Sub, Inc., a Delaware subsidiary wholly owned by Merck Sharp & Dohme LLC, which is a Merck & Co., Inc. subsidiary, as stated in the Schedule TO.

What documents govern the tender offer for TERN?

The Offer to Purchase and the Letter of Transmittal (both dated April 7, 2026) govern the tender mechanics, and an Agreement and Plan of Merger dated March 24, 2026 governs the merger.

Is financing referenced for the TERN acquisition?

Yes. The filing attaches a 364-day Delayed Draw Term Loan Credit Agreement dated April 1, 2026, indicating a documented financing arrangement referenced in the Schedule TO exhibits.

How should TERN stockholders tender their shares?

Stockholders should follow the procedures in the Offer to Purchase and the Letter of Transmittal attached as exhibits; these documents provide instructions for tendering and any required IRS Form W-9.