Verona Pharma SEC Filings

Verona Pharma plc (VRNA) – Form 4 insider transaction

General Counsel Andrew Fisher reported a series of equity transactions on 7-8 July 2025:

• 253,120 Ordinary Shares underlying new performance-based Restricted Share Units (RSUs) were granted on 7 July 2025 (Code A). These RSUs have no expiry; 34 % vested immediately with the remainder vesting quarterly over two years, subject to continued service.
• 86,064 Ordinary Shares were acquired for $0 upon RSU settlement (Code M).
• 39,464 Ordinary Shares were withheld (Code F) at $11.4413 per share to satisfy tax obligations related to the vesting event.

After these transactions Fisher directly owns 406,599 Ordinary Shares (≈50,825 ADSs) and holds 167,056 unvested RSUs (≈20,882 ADSs). Each ADS represents eight Ordinary Shares.

No open-market purchases or discretionary sales occurred; share withholding is an automatic tax-settlement mechanism. The filing indicates that Q2-2025 performance goals were met, triggering the RSU award and partial vesting.

Merck Sharp & Dohme LLC has signed a Transaction Agreement to acquire Verona Pharma plc (VRNA) via a U.K. court-sanctioned Scheme of Arrangement.

Merck’s wholly owned vehicle, Vol Holdings LLC, will pay $13.375 in cash for each ordinary share, equivalent to $107 in cash for every ADS (8 ordinary shares). All unvested equity awards will fully vest and be cashed out at closing if their exercise price is below the offer value; underwater options will be cancelled.

The Verona Board unanimously backs the deal and will recommend shareholder approval in a forthcoming proxy statement. Directors and key executives have executed a Voting Agreement obligating them to vote in favor of the transaction.

The agreement includes: (i) customary non-solicitation covenants, (ii) a right to consider a bona fide superior proposal, and (iii) a $100 million termination fee payable to Merck under specified circumstances. Either party may terminate if the deal is not completed by 8 January 2026, extendable twice (three months each) for outstanding regulatory approvals.

Closing remains subject to Verona shareholder approval, U.K. High Court sanction, and regulatory clearances. A joint press release announcing the agreement was issued on 9 July 2025.

Verona Pharma plc (VRNA) has signed a definitive Transaction Agreement with Merck Sharp & Dohme LLC and its subsidiary Vol Holdings LLC whereby Merck, through Bidco, will acquire 100% of Verona via an English court-sanctioned Scheme of Arrangement.

• Consideration: $13.375 in cash for each ordinary share (nominal £0.05); each American Depositary Share represents eight ordinary shares and will receive $107.00 in cash.
• Equity awards: All outstanding unvested options and time-based RSUs vest immediately before closing; in-the-money options and vested awards convert to a cash payment based on the $107 ADS price, while out-of-the-money options are cancelled.
• Conditions: Verona shareholder approval, sanction by the High Court of Justice of England & Wales, required regulatory clearances and other customary closing conditions.
• Termination provisions: Either party may walk away if the deal is not completed by 8 Jan 2026 (with up to two automatic three-month extensions for pending regulatory approvals). Verona may owe Merck a $100 million termination fee upon specified events such as Board recommendation change or acceptance of a superior proposal.
• Governance safeguards: Verona’s Board unanimously recommends the scheme; directors and certain executives have entered into a Voting Agreement to support the transaction.
• Non-solicitation: Verona is restricted from soliciting competing bids but may engage on a bona fide proposal deemed likely superior, subject to notification and other requirements.

A joint press release (Exhibit 99.1) announcing the agreement was issued on 9 Jul 2025. A proxy statement on Schedule 14A will be filed with the SEC, providing full details for shareholders.

Investor takeaway: The all-cash offer provides immediate liquidity at a fixed price and is backed by a major pharmaceutical acquirer, but completion risk remains until court, shareholder and regulatory approvals are secured.

Merck (NYSE: MRK) has entered a definitive agreement to acquire Verona Pharma plc (Nasdaq: VRNA) for $107 per American Depository Share (each equal to eight ordinary shares) in an all-cash deal valued at approximately $10 billion. The transaction, unanimously approved by both companies’ boards and structured as a UK scheme of arrangement, will add Ohtuvayre (ensifentrine)--the first novel inhaled COPD maintenance therapy in more than 20 years--to Merck’s expanding cardio-pulmonary pipeline.

Ohtuvayre received U.S. FDA approval in June 2024 and has shown rapid uptake since its August 2024 launch, offering combined bronchodilator and non-steroidal anti-inflammatory effects. Closing is targeted for Q4 2025, subject to Hart-Scott-Rodino review, Verona shareholder approval and sanction by the High Court of Justice of England & Wales. Merck will capitalize most of the purchase price as an intangible asset and amortize it as a GAAP-only charge over the product’s life, limiting cash-flow impact.

Citi and Morgan Stanley advised Merck, while Centerview Partners advised Verona. Merck will host an investor call at 8 a.m. ET on 9 July 2025 to discuss the deal and its expected contribution to near- and long-term growth.