Merck KGaA, Darmstadt, Germany to Acquire SpringWorks Therapeutics to Accelerate Sustainable Growth of Healthcare Business
Merck KGaA, Darmstadt, Germany has announced plans to acquire SpringWorks Therapeutics for $47 per share in cash, representing an equity value of approximately $3.9 billion. The purchase price offers a 26% premium over SpringWorks' unaffected 20-day volume-weighted average price.
SpringWorks brings two FDA-approved therapies: OGSIVEO® for adult desmoid tumors and GOMEKLI™, the first approved treatment for neurofibromatosis type 1-associated plexiform neurofibromas in adults and children. The acquisition will immediately contribute to Merck's revenues and is expected to be earnings accretive by 2027.
The transaction, funded through available cash and new debt, is expected to close in the second half of 2025, subject to shareholder and regulatory approvals. This strategic move will strengthen Merck's presence in the U.S. market and expand SpringWorks' therapeutic reach globally.
Merck KGaA, Darmstadt, Germania, ha annunciato l'intenzione di acquisire SpringWorks Therapeutics per 47 dollari per azione in contanti, corrispondenti a un valore azionario di circa 3,9 miliardi di dollari. Il prezzo di acquisto offre un premio del 26% rispetto al prezzo medio ponderato per il volume degli ultimi 20 giorni di SpringWorks, non influenzato da eventi straordinari.
SpringWorks dispone di due terapie approvate dalla FDA: OGSIVEO® per i tumori desmoidi negli adulti e GOMEKLI™, il primo trattamento approvato per i neurofibromi plexiformi associati alla neurofibromatosi di tipo 1, sia negli adulti che nei bambini. L'acquisizione contribuirà immediatamente ai ricavi di Merck e si prevede che sarà redditizia a partire dal 2027.
La transazione, finanziata con liquidità disponibile e nuovo debito, dovrebbe concludersi nella seconda metà del 2025, subordinatamente all'approvazione degli azionisti e delle autorità regolatorie. Questa mossa strategica rafforzerà la presenza di Merck nel mercato statunitense ed estenderà la portata terapeutica di SpringWorks a livello globale.
Merck KGaA, Darmstadt, Alemania, ha anunciado planes para adquirir SpringWorks Therapeutics por 47 dólares por acción en efectivo, lo que representa un valor patrimonial de aproximadamente 3.900 millones de dólares. El precio de compra ofrece una prima del 26% sobre el precio medio ponderado por volumen de 20 días de SpringWorks sin afectar.
SpringWorks aporta dos terapias aprobadas por la FDA: OGSIVEO® para tumores desmoides en adultos y GOMEKLI™, el primer tratamiento aprobado para neurofibromas plexiformes asociados a neurofibromatosis tipo 1 en adultos y niños. La adquisición contribuirá de inmediato a los ingresos de Merck y se espera que sea rentable para 2027.
La transacción, financiada con efectivo disponible y nueva deuda, se espera que se cierre en la segunda mitad de 2025, sujeta a la aprobación de accionistas y reguladores. Este movimiento estratégico fortalecerá la presencia de Merck en el mercado estadounidense y ampliará el alcance terapéutico de SpringWorks a nivel global.
독일 다름슈타트 소재 Merck KGaA는 현금으로 주당 47달러에 SpringWorks Therapeutics를 인수할 계획을 발표했으며, 이는 약 39억 달러의 지분 가치를 의미합니다. 인수가격은 SpringWorks의 20일간 거래량 가중 평균 가격보다 26% 높은 프리미엄을 제공합니다.
SpringWorks는 FDA 승인 치료제 두 가지를 보유하고 있습니다: 성인 데스모이드 종양 치료제 OGSIVEO®와 성인 및 아동의 신경섬유종증 1형 관련 다발성 신경섬유종에 대한 최초 승인 치료제 GOMEKLI™입니다. 이번 인수는 Merck의 매출에 즉시 기여할 것이며 2027년까지 수익성 개선이 기대됩니다.
이번 거래는 가용 현금과 신규 부채로 자금을 조달하며, 주주 및 규제 기관의 승인을 조건으로 2025년 하반기에 완료될 예정입니다. 이 전략적 조치는 Merck의 미국 시장 내 입지를 강화하고 SpringWorks의 치료 영역을 전 세계로 확장할 것입니다.
Merck KGaA, Darmstadt, Allemagne, a annoncé son intention d’acquérir SpringWorks Therapeutics pour 47 dollars par action en espèces, représentant une valeur d’équité d’environ 3,9 milliards de dollars. Le prix d’achat offre une prime de 26 % par rapport au prix moyen pondéré par le volume sur 20 jours de SpringWorks, non affecté par des événements exceptionnels.
SpringWorks propose deux traitements approuvés par la FDA : OGSIVEO® pour les tumeurs desmoïdes chez l’adulte et GOMEKLI™, le premier traitement approuvé pour les neurofibromes plexiformes associés à la neurofibromatose de type 1 chez les adultes et les enfants. L’acquisition contribuera immédiatement aux revenus de Merck et devrait être bénéficiaire d’ici 2027.
La transaction, financée par des liquidités disponibles et une nouvelle dette, devrait être finalisée dans la seconde moitié de 2025, sous réserve de l’approbation des actionnaires et des autorités réglementaires. Cette démarche stratégique renforcera la présence de Merck sur le marché américain et étendra la portée thérapeutique de SpringWorks à l’échelle mondiale.
Merck KGaA, Darmstadt, Deutschland, hat Pläne angekündigt, SpringWorks Therapeutics für 47 US-Dollar pro Aktie in bar zu übernehmen, was einem Eigenkapitalwert von etwa 3,9 Milliarden US-Dollar entspricht. Der Kaufpreis bietet eine Prämie von 26 % gegenüber dem unbeeinflussten 20-Tage-volumengewichteten Durchschnittspreis von SpringWorks.
SpringWorks bringt zwei von der FDA zugelassene Therapien mit: OGSIVEO® für adulte desmoide Tumore und GOMEKLI™, die erste zugelassene Behandlung für plexiforme Neurofibrome bei Erwachsenen und Kindern mit Neurofibromatose Typ 1. Die Übernahme wird sofort zu den Umsätzen von Merck beitragen und soll bis 2027 ertragssteigernd wirken.
Die Transaktion, finanziert durch verfügbare Barmittel und neue Schulden, soll in der zweiten Hälfte des Jahres 2025 abgeschlossen werden und steht unter dem Vorbehalt der Zustimmung von Aktionären und Aufsichtsbehörden. Dieser strategische Schritt wird Mercks Präsenz auf dem US-Markt stärken und die therapeutische Reichweite von SpringWorks weltweit ausweiten.
- None.
- None.
Insights
Merck KGaA's $3.9B acquisition of SpringWorks offers 26% premium to shareholders while strategically expanding Merck's rare tumor portfolio.
The $47 per share all-cash acquisition of SpringWorks by Merck KGaA represents a
For Merck KGaA, this acquisition aligns perfectly with their strategic objectives outlined during their October 2024 Capital Markets Day: pursuing external innovation and strengthening their Healthcare presence in the United States. The transaction is expected to immediately contribute to Merck's revenues upon closing and become accretive to earnings per share pre (EPS pre) by 2027.
The acquisition funding structure combines available cash with new debt, with Merck explicitly committing to preserving its strong investment grade credit rating. Despite this significant transaction, the company indicates it will retain financial flexibility to pursue additional opportunities across its three business sectors, with Life Science noted as a priority.
The transaction has received unanimous approval from both companies' boards (by those in attendance) and is expected to close in the second half of 2025, subject to SpringWorks shareholder approval and regulatory clearances. This deal structure provides certainty of value for SpringWorks investors while enabling Merck to fully integrate these valuable rare tumor assets into their global healthcare business.
Acquisition brings two FDA-approved rare tumor therapies to Merck KGaA's portfolio, creating leadership position in high-unmet-need markets.
This acquisition strategically enhances Merck KGaA's position in specialized rare tumor markets by adding two recently FDA-approved therapies with distinctive market positions. SpringWorks contributes OGSIVEO® (nirogacestat), a first-in-class therapy established as the systemic standard-of-care for adults with progressing desmoid tumors, and GOMEKLI™ (mirdametinib), the first and only approved therapy for adults and children with neurofibromatosis type 1-associated plexiform neurofibromas not amenable to complete resection.
The acquisition timing is particularly advantageous as SpringWorks has secured FDA approvals but is still in early commercialization and navigating European regulatory processes. OGSIVEO's European MAA is under review with a CHMP decision expected in Q2 2025, while GOMEKLI's application has been validated by the EMA with potential approval in 2025. Merck KGaA's global commercial infrastructure offers the opportunity to accelerate international market access for these therapies.
This acquisition complements Merck KGaA's existing moves in rare tumors, including their recent option exercise for worldwide commercialization rights for pimicotinib for tenosynovial giant cell tumor. The combined portfolio positions Merck KGaA to establish leadership in these specialized but high-unmet-need tumor market segments.
An additional valuable asset in this transaction is the rare pediatric disease priority review voucher granted to SpringWorks by the FDA with GOMEKLI's February 2025 approval. This voucher can potentially accelerate future FDA reviews for Merck KGaA's pipeline candidates or represent significant value if transferred to another company.
– Purchase price of
– Planned acquisition will immediately add revenue and accelerate mid- to long-term growth for Merck KGaA, Darmstadt, Germany’s Healthcare business –
– SpringWorks Therapeutics is a U.S. biopharmaceutical company with a first-in-class, systemic standard-of-care therapy in adults with desmoid tumors and the first and only approved therapy for adults and children with neurofibromatosis type 1-associated plexiform neurofibromas –
– Planned acquisition will strengthen the presence of Merck KGaA, Darmstadt, Germany’s Healthcare business in the United States and expand reach of SpringWorks' therapeutic innovations to more patients with rare tumors worldwide –
STAMFORD, Conn., April 28, 2025 (GLOBE NEWSWIRE) -- Merck KGaA, Darmstadt, Germany (DAX: MRK), a leading science and technology company, and SpringWorks Therapeutics, Inc. (Nasdaq: SWTX), a commercial-stage biopharmaceutical company focused on severe rare diseases and cancer, today announced the companies have entered into a definitive agreement for Merck KGaA, Darmstadt, Germany to acquire SpringWorks. The purchase price of
“The agreed acquisition of SpringWorks is a major step in our active portfolio strategy to position Merck KGaA, Darmstadt, Germany as a globally diversified, innovation and technology powerhouse. For our Healthcare sector, it sharpens the focus on rare tumors, accelerates growth, and strengthens our presence in the U.S.,” said Belén Garijo, Chair of the Executive Board and CEO of Merck KGaA, Darmstadt, Germany. “Beyond this planned transaction, we will continue to explore M&A opportunities across our three complementary business sectors, always with a firm focus on strategic fit, financial robustness, and long-term value creation.”
The planned transaction is fully aligned with the business development/M&A priorities of Merck KGaA, Darmstadt, Germany’s Healthcare business as outlined during the company’s Capital Markets Day in October 2024: to continue to pursue external innovation via in-licensing of high-quality compounds at various stages of development and focused acquisitions that promise early value creation. It also fits with the strategic objective of strengthening Merck KGaA, Darmstadt, Germany’s Healthcare presence in the United States, the world’s largest pharmaceutical market.
Upon closing, the business combination will immediately contribute to Merck KGaA, Darmstadt, Germany’s revenues and is expected to be accretive to Merck KGaA, Darmstadt, Germany’s earnings per share pre (EPS pre) in 2027. The acquisition will be funded with available cash and new debt. Beyond this planned transaction, Merck KGaA, Darmstadt, Germany will retain the ability to pursue larger transactions and continue to evaluate opportunities across its three sectors, with Life Science a priority. Merck KGaA, Darmstadt, Germany is committed to preserving its strong investment grade credit rating.
SpringWorks’ rare tumor portfolio, including a marketed first-in-class, systemic standard-of-care therapy for adults with desmoid tumors and the first and only approved therapy for adults and children with neurofibromatosis type 1 (NF1) who have symptomatic plexiform neurofibromas (PN) not amenable to complete resection, will accelerate immediate and sustainable revenue growth for Merck KGaA, Darmstadt, Germany. SpringWorks’ portfolio complements Merck KGaA, Darmstadt, Germany’s progress in rare tumors, with Merck KGaA, Darmstadt, Germany recently exercising an option for worldwide commercialization rights for pimicotinib, an investigational therapy developed by Abbisko Therapeutics Co., Ltd. for patients with tenosynovial giant cell tumor (TGCT).
“We have the unique opportunity with SpringWorks to establish a leadership position in rare tumors and build a strong foundation for further investments in this area, where a large unmet medical need exists,” said Peter Guenter, member of the Executive Board and CEO of Healthcare at Merck KGaA, Darmstadt, Germany. “Together, Merck KGaA, Darmstadt, Germany and SpringWorks are the perfect combination to improve outcomes for patients with rare tumors and bring therapeutic innovations to more patients worldwide while building on and reinforcing the early success of SpringWorks in the United States. For Merck KGaA, Darmstadt, Germany, the planned acquisition will create long term, sustainable growth for our Healthcare business. Along with my successor Danny Bar-Zohar, we look forward to completing this strategic transaction and making a meaningful difference for patients whose lives are so profoundly affected by these complex and challenging tumors.”
The agreed acquisition provides SpringWorks with an opportunity to expand its reach into markets beyond the U.S. and leverage the breadth of resources of Merck KGaA, Darmstadt, Germany’s global Healthcare organization.
“From the outset, our focus at SpringWorks has been to create transformative solutions for patients suffering from serious diseases. We have successfully launched two best-in-class medicines in the United States, and with the aspiration to deliver our therapies worldwide, our journey is at a pivotal juncture. It became clear during our discussions with the Merck KGaA, Darmstadt, Germany team that we share many core values, including a commitment to help more patients with rare tumors live longer, better lives,” said Saqib Islam, CEO of SpringWorks Therapeutics. “We believe that by joining forces with Merck KGaA, Darmstadt, Germany, we are not only creating significant, immediate value for our stakeholders, but we will also be able to leverage their resources and expertise to build a brighter future for the patient communities we seek to serve while also creating new opportunities for SpringWorks employees as part of a global organization.”
SpringWorks’ U.S. Food and Drug Administration (FDA)-approved therapy, OGSIVEO® (nirogacestat) is a first-in-class therapy that is the systemic standard of care for the treatment of adult patients with progressing desmoid tumors who require systemic treatment. SpringWorks' marketing authorization application (MAA) for nirogacestat is under review with the European Medicines Agency (EMA), with a Committee for Medicinal Products for Human Use (CHMP) decision expected in Q2 2025.
GOMEKLI™ (mirdametinib) is the first and only FDA-approved therapy for the treatment of adult and pediatric patients 2 years of age and older with NF1-PN not amenable to complete resection. The FDA’s February 2025 approval of GOMEKLI was based on positive data from SpringWorks’ Phase 2b ReNeu trial, which showed GOMEKLI treatment resulted in a robust objective response rate, deep and durable reductions in tumor volume, and a manageable safety profile. With the approval, SpringWorks was granted a rare pediatric disease priority review voucher by the FDA. The marketing authorisation application for mirdametinib has been validated by the European Medicines Agency (EMA) with a potential approval in 2025. In addition, SpringWorks is advancing its pipeline with additional programs in other tumor settings that are currently underserved.
The transaction has been unanimously approved, by all those in attendance, by both the Merck KGaA, Darmstadt, Germany and SpringWorks Boards of Directors and is expected to close in the second half of 2025, subject to satisfaction of customary closing conditions, including approval of SpringWorks’ shareholders and receipt of required regulatory approvals.
J.P. Morgan is acting as exclusive financial advisor and Sullivan & Cromwell LLP is acting as legal counsel to Merck KGaA, Darmstadt, Germany. Centerview Partners LLC and Goldman Sachs & Co. LLC are acting as joint financial advisors to SpringWorks, and Goodwin Procter LLP is acting as SpringWorks’ legal counsel.
About SpringWorks Therapeutics
SpringWorks is a commercial-stage biopharmaceutical company dedicated to improving the lives of patients with severe rare diseases and cancer. We developed and are commercializing OGSIVEO® (nirogacestat) as the first and only FDA-approved medicine for adults with desmoid tumors and GOMEKLI™ (mirdametinib) as the first and only FDA-approved medicine for both adults and children with neurofibromatosis type 1 associated plexiform neurofibromas (NF1-PN). We are also advancing a diverse portfolio of novel targeted therapy product candidates for patients with both solid tumors and hematological cancers.
For more information, visit www.springworkstx.com and follow @SpringWorksTx on X, LinkedIn, Facebook, Instagram and YouTube.
About Merck KGaA, Darmstadt, Germany
Merck KGaA, Darmstadt, Germany, a leading science and technology company, operates across life science, healthcare and electronics. More than 62,000 employees work to make a positive difference to millions of people’s lives every day by creating more joyful and sustainable ways to live. From providing products and services that accelerate drug development and manufacturing as well as discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices – the company is everywhere. In 2024, Merck KGaA, Darmstadt, Germany, generated sales of
Additional Information and Where to Find It
In connection with the proposed transaction between SpringWorks and Merck KGaA, Darmstadt, Germany, SpringWorks will file with the Securities and Exchange Commission (SEC) a proxy statement on Schedule 14A relating to a special meeting of its stockholders. Additionally, SpringWorks may file other relevant materials with the SEC in connection with the proposed transaction. Investors and securityholders of SpringWorks are urged to read the proxy statement and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by reference therein, carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and related matters. The definitive version of the proxy statement will be mailed or otherwise made available to SpringWorks’ securityholders. Investors and securityholders will be able to obtain a copy of the proxy statement (when it is available) as well as other filings containing information about the proposed transaction that are filed by SpringWorks with the SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of SpringWorks’ website at ir.springworkstx.com, or by contacting SpringWorks’ investor relations department at investors@springworkstx.com.
Participants in the Solicitation
SpringWorks and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SpringWorks in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information about SpringWorks’ directors and executive officers, including a description of their direct interests, by security holdings or otherwise, will be included in the proxy statement (when available). SpringWorks stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of SpringWorks directors and executive officers in the proposed transaction, which may be different than those of SpringWorks stockholders generally, by reading the proxy statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed transaction. You may obtain free copies of these documents using the sources indicated above.
SpringWorks Forward-Looking Statements
Any statements in this press release about SpringWorks’ future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements about Merck KGaA, Darmstadt, Germany’s proposed acquisition of SpringWorks, the ability of Merck KGaA, Darmstadt, Germany and SpringWorks to complete the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions to the consummation of the merger contemplated thereby and the other conditions set forth in the merger agreement, statements about the expected timetable for completing the proposed transaction, Merck KGaA, Darmstadt, Germany’s and SpringWorks’ beliefs and expectations and statements about the benefits sought to be achieved in the proposed acquisition of SpringWorks by Merck KGaA, Darmstadt, Germany, the potential effects of the acquisition on SpringWorks, the possibility of any termination of the merger agreement, as well as the expected benefits and success of SpringWorks’ product candidates, and other statements containing the words “anticipates,” “believes,” “continue,” “expects,” “intends,” “look forward,” “plans,” “toward,” “will” and similar expressions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond SpringWorks’ control. These forward-looking statements are based upon SpringWorks’ current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Such risks and uncertainties include, without limitation, (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including the receipt of required regulatory approvals and the requisite approval of SpringWorks’ stockholders; (iii) the effects of disruption from the proposed transaction contemplated by the merger agreement and the impact of the announcement and pendency of the proposed transaction on SpringWorks’ business; (iv) the effects of the proposed transaction on relationships with employees, other business partners or governmental entities; (v) the response of competitors to the proposed transaction; (vi) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; (vii) the ability of the parties to consummate the proposed transaction in a timely manner or at all; (viii) significant costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) restrictions during the pendency of the proposed transaction that may impact SpringWorks’ ability to pursue certain business opportunities; (xi) risks related to the advancement of product candidates into, and successful completion of, preclinical studies and clinical trials; (xii) risks and uncertainties related to regulatory application, review and approval processes and SpringWorks’ compliance with applicable legal and regulatory requirements; (xiii) general industry conditions and competition; and (xiv) general economic factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement to be filed with the SEC in connection with the proposed transaction. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov. All forward-looking statements contained in this communication speak only as of the date hereof, and SpringWorks specifically disclaims any obligation to update any forward-looking statement, whether because of new information, future events or otherwise.
Contacts:
Investors
Investors@Springworkstx.com
FAQ
What is the acquisition price for SpringWorks Therapeutics (SWTX)?
When will the Merck-SpringWorks (SWTX) acquisition close?
What approved products does SpringWorks Therapeutics (SWTX) bring to Merck?
How will the SpringWorks (SWTX) acquisition impact Merck's earnings?
What premium is Merck paying for SpringWorks (SWTX) shares?
