Full Press Release Details
Merck KGaA, Darmstadt, Germany to Acquire SpringWorks
Therapeutics to Accelerate Sustainable Growth of Healthcare Business
price of $47 per share in cash represents an equity value of approximately $3.9 billion, or an enterprise value of $3.4 billion ( 3.0
acquisition will immediately add revenue and accelerate mid- to long-term growth for Merck KGaA, Darmstadt, Germany's Healthcare
- 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 - 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 $47 per share in cash represents an equity value of approximately $3.9
billion, or an enterprise value of $3.4 billion ( 3.0 billion) based on SpringWorks' cash balance as of December 31, 2024, and
a premium of 26% to SpringWorks' unaffected 20-day volume-weighted average price of $37.38 on February 7, 2025, the day prior to
the first market speculation of a potential transaction between Merck KGaA, Darmstadt, Germany and SpringWorks.
"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 Bel n 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
"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
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
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
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
21.2 billion in 65 countries. The company holds the global rights to the name and trademark "Merck" internationally.
The only exceptions are the United States and Canada, where the business sectors of Merck KGaA, Darmstadt, Germany, operate as MilliporeSigma
in life science, EMD Serono in healthcare and EMD Electronics in electronics. Since its founding in 1668, scientific exploration and responsible
entrepreneurship have been key to the company's technological and scientific advances. To this day, the founding family remains
the majority owner of the publicly listed company. All Merck KGaA, Darmstadt, Germany, press releases are distributed by e-mail at the
same time they become available on the EMD Group website. In case you are a resident of the USA or Canada, please go to www.emdgroup.com/subscribe
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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 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.