| Ticker | Status | Jurisdiction | Filing Date | CP Start | CP End | CP Loss | Deadline |
|---|
| Ticker | Case Name | Status | CP Start | CP End | Deadline | Settlement Amt |
|---|
| Ticker | Name | Date | Analyst Firm | Up/Down | Target ($) | Rating Change | Rating Current |
|---|
LONDON, U.K., and RALEIGH, N.C., Sept. 24, 2025 (GLOBE NEWSWIRE) -- Verona Pharma plc (NASDAQ:VRNA) ("Verona Pharma"), a biopharmaceutical company focused on respiratory diseases, which entered into a definitive agreement on July 8, 2025 relating to its proposed acquisition by Merck & Co., Inc. (NYSE:MRK) ("Merck") through a wholly owned subsidiary or a nominee, today announced that its shareholders have approved the proposal for Merck to acquire Verona Pharma for $107 per American Depository Share (ADS), each of which represents eight Verona Pharma ordinary shares, for a total transaction value of approximately $10 billion (the "Transaction").
The Transaction is being implemented by way of a scheme of arrangement under English law (the "Scheme") and remains subject to the sanction of the Scheme by the High Court of Justice of England and Wales (the "Court") and the satisfaction or waiver (if applicable) of certain other customary closing conditions.
The hearing at which the Court will be asked to sanction the Scheme (the "Court Hearing") has been scheduled for October 6, 2025, and will be held at The Royal Courts of Justice, The Rolls Building, 7 Rolls Buildings, London EC4A 1NL, U.K. Details of the Court Hearing will be available on the Court service website on the day before the Court Hearing. Subject to the Scheme receiving the sanction of the Court on October 6, 2025, the Effective Date of the Scheme is expected to be October 7, 2025.
Further information of the voting results and an updated expected timetable of principal events are set out below.
Unless otherwise defined, terms used in this press release have the same meanings as set out in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission by Verona Pharma on August 18, 2025 (the "Proxy Statement").
Voting results of the Court Meeting and the General Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy) and who together represented 99.49% in value of all Scheme Shares voted by such Scheme Shareholders, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the General Meeting, 99.51% of votes were cast in favour of the special resolution to amend the Articles of Association of Verona Pharma and authorize its directors to carry the Scheme into effect and 81.19% of votes were cast in favour of the non-binding advisory proposal to approve the compensation that may be paid or become payable to Verona Pharma's named executive officers in connection with the Transaction. Both resolutions were therefore passed by the requisite majority of Verona shareholders.
