MSD (tradename of Merck & Co., Inc., Rahway, N.J., USA) and Verona Pharma plc (Nasdaq: VRNA) have announced a definitive agreement under which MSD will acquire Verona Pharma for approximately $10 billion. Under the terms of the deal, MSD will pay $107 per American Depository Share (ADS)—each representing eight ordinary shares of Verona Pharma.
The acquisition gives MSD full rights to Ohtuvayre® (ensifentrine), a first-in-class, dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4), approved by the U.S. FDA in June 2024 for the maintenance treatment of chronic obstructive pulmonary disease (COPD) in adults. Ohtuvayre represents the first new inhaled therapeutic mechanism approved for COPD in over two decades, combining bronchodilation with non-steroidal anti-inflammatory action. The drug is also under investigation for use in non-cystic fibrosis bronchiectasis.
“This acquisition underscores our commitment to bringing innovative therapies to patients and aligns with our science-led, value-driven business development approach,” said Robert M. Davis, chairman and CEO of MSD. “Ohtuvayre strengthens and diversifies our cardio-pulmonary pipeline, addressing a critical unmet need for symptomatic COPD patients while offering strong near- and long-term growth potential.”
David Zaccardelli, president and CEO of Verona Pharma, commented, “This agreement with MSD is the result of years of focused effort by our team. Since Ohtuvayre’s U.S. launch in August 2024, we’ve seen encouraging momentum. MSD’s robust commercial and clinical infrastructure will be instrumental in expanding access to this important medicine.”
The transaction has been unanimously approved by the Boards of both companies and will proceed as a scheme of arrangement under UK law. It remains subject to standard closing conditions, including regulatory approvals under the Hart-Scott-Rodino Act, shareholder approval, and sanction by the UK High Court. The deal is expected to close in Q4 2025, with most of the purchase price to be capitalized as an intangible asset and amortized over the product’s life as a GAAP-only expense.