Verona Pharma shareholders approve $10 billion Merck acquisition

Verona Pharma plc (NASDAQ: VRNA) shareholders approved the company's proposed acquisition by Merck & Co., Inc. (NYSE: MRK) for $107 per American Depository Share, representing a total transaction value of approximately $10 billion.

At the Court Meeting, 99.49% of shareholders by value voted in favor of the scheme of arrangement. At the General Meeting, 99.51% of votes supported the special resolution to amend the company's articles of association and authorize directors to implement the acquisition.

The transaction remains subject to sanction by the High Court of Justice of England and Wales. The court hearing is scheduled for October 6, 2025, at The Royal Courts of Justice in London. Subject to court approval, the transaction is expected to close on October 7, 2025.

Each Verona Pharma ADS represents eight ordinary shares of the biopharmaceutical company, which focuses on respiratory disease treatments. The acquisition is being implemented through a scheme of arrangement under English law.

Trading in Verona Pharma ADSs on Nasdaq is expected to be suspended on October 7, 2025. Payment of consideration to shareholders is expected to occur promptly following the transaction's effective date, no later than October 8, 2025 for depositary shares.

The companies initially announced the definitive acquisition agreement on July 8, 2025. Verona Pharma filed its definitive proxy statement with the Securities and Exchange Commission on August 18, 2025.

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