Deal Flow
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Transaction tear sheetData as of Nov 7, 2026
M&A · Healthcare · Pharmaceutical Preparations

Merck & Co., Inc. to acquire Terns Pharmaceuticals, Inc.

Announced Mar 25, 2026 · Closed May 5, 2026

Deal value$6.70BEV $6.55B
Premium54.0%To unaffected price
EV / Adj. EBITDA—
ConsiderationAll cash$53.00 per share

Transaction

Acquirer
Merck & Co., Inc. (MRK)
Target
Terns Pharmaceuticals, Inc. (TERN)
Buyer type
Strategic
Offer price per share
$53.00
Enterprise value
$6.55B
Status
Closed May 5, 2026

Deal protections

Break fee (target pays)
$235M · 3.5%
Reverse fee (buyer pays)
$270M · 4.0%
Go-shop
No-shop
Financing
—

Advisors

To the acquirer
Not disclosed
To the target
Centerview, Jefferies

Sector context · Healthcare

Comparable deals
96 in the prior 24 months
Premium
54.0% vs. 52.0% sector median
EV / Adj. EBITDA
Sector median 13.4x
Break fee
3.5% vs. 3.4% sector median

Timeline

  1. AnnouncedMar 25, 2026
  2. Tender offerApr 7, 2026
  3. ClosedMay 5, 2026
Sources
  • 8-K (EX-99) · Mar 25, 2026
  • SC TO-C (EX-99.1) · Mar 25, 2026
  • 8-K · Mar 25, 2026

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.