Merck, known as MSD outside the U.S. and Canada, announced that it will acquire Verona Pharma plc in a $10 billion deal, strengthening its presence in the respiratory disease space. The acquisition includes Verona’s lead asset, Ohtuvayre (ensifentrine), a first-in-class maintenance treatment for chronic obstructive pulmonary disease (COPD).
Under the terms of the agreement, Merck will pay $107 per American Depository Share (ADS) of Verona Pharma—each representing eight ordinary shares—bringing the total transaction value to approximately $10 billion. The deal was unanimously approved by both companies’ boards of directors and is expected to close in Q4 2025, pending regulatory and shareholder approvals.
Ohtuvayre, approved by the U.S. FDA in June 2024, is the first novel inhaled COPD maintenance treatment in over two decades. The drug is a selective dual inhibitor of PDE3 and PDE4, combining bronchodilatory and non-steroidal anti-inflammatory effects. It is also being evaluated for non-cystic fibrosis bronchiectasis.
“This acquisition reflects our commitment to delivering innovative treatments to patients,” said Robert M. Davis, Merck Chairman and CEO. “Ohtuvayre complements our growing cardio-pulmonary portfolio and offers significant growth potential over the next decade.”
Since its U.S. launch in August 2024, Ohtuvayre has seen rapid adoption. Verona Pharma CEO David Zaccardelli noted, “Merck’s commercial strength and clinical expertise will accelerate Ohtuvayre’s reach and impact for patients living with COPD.”
The transaction will be carried out via a UK scheme of arrangement and is subject to antitrust and court approvals. Merck plans to capitalize the majority of the purchase price as an intangible asset, to be amortized over the product’s lifecycle.