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Merck is expanding its pipeline and portfolio of cardio-pulmonary disease treatments by acquiring Verona Pharma plc.

The Rahway pharma giant announced the deal for the biopharmaceutical company focused on respiratory diseases July 9. The buyer put the total transaction value at approximately $10 billion.

Under the agreement, Merck will acquire the U.K.-based target through a subsidiary for $107 per American Depository Share, which represents eight Verona Pharma ordinary shares. It expects to close the deal in the fourth quarter.

The move will add Ohtuvayre, a first-in-class selective dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4). The drug received approval from the U.S. Food and Drug Administration in June 2024 for the maintenance treatment of chronic obstructive pulmonary disease in adults.

According to Merck, the move aligns with its science-led business development strategy.

The company identified Ohtuvayre as the first novel inhaled mechanism for treating COPD in more than two decades. It combines bronchodilator and non-steroidal anti-inflammatory effects. Merck said the treatment is also undergoing evaluation in clinical trials for treatment of non-cystic fibrosis bronchiectasis.

“Ohtuvayre complements and expands our pipeline and portfolio of treatments for cardio-pulmonary diseases while delivering near- and long-term growth as well as value for shareholders,” said Merck CEO and Chairman Robert Davis.

“Today’s announced agreement with Merck is the culmination of years of focus and determination by the Verona Pharma team advancing Ohtuvayre,” said David Zaccardelli, president and CEO, Verona Pharma. “Since launching Ohtuvayre in August 2024 we have seen rapid and accelerating uptake in the U.S. We believe Merck’s commercial footprint and industry-leading clinical capabilities will help accelerate the potential of Ohtuvayre to reach more patients living with COPD.

“This agreement will enable the strong launch trajectory of this important medicine and provides value to Verona Pharma shareholders.”

Closing details

The Merck and Verona Pharma boards both unanimously approved the transaction. It is intended to be effected by way of a scheme of arrangement under U.K. law.

Closing is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act, that of Verona Pharma shareholders, sanction by the High Court of Justice of England and Wales, and other customary conditions.

Merck will hold an investor call today, July 9, 2025 at 8 a.m. ET to discuss the proposed transaction.

Citi and Morgan Stanley & Co. LLC acted as financial advisors to Merck; Freshfields LLP acted as legal advisor. Centerview Partners LLC acted as exclusive financial advisor to Verona Pharma, meanwhile Latham & Watkins LLP served as Verona Pharma’s counsel.

Last August, Merck announced a $1.3 billion deal to acquire full global rights to CN201 from Curon Biopharmaceutical. That deal closed in October 2024.