Day One Biopharmaceuticals Agrees To Acquire Mersana Therapeutics For $25 Per Share In Cash Plus One Non-tradable CVR Up To An Aggregate Of $30.25 Per CVR In Cash

Author: Benzinga Newsdesk | November 13, 2025 06:05am

Under the terms of the definitive merger agreement, Day One will promptly commence a tender offer to acquire all of the outstanding shares of Mersana common stock at a price of $25 per share in cash at closing plus one non-tradable CVR per share to receive certain potential milestone payments of up to an aggregate of $30.25 per CVR in cash, for total consideration of up to $55.25 per share in cash, representing a total equity value of approximately $129 million at closing and representing a total deal value of up to approximately $285 million. The CVR is payable subject to certain terms and conditions of achievement of the following milestones:

Clinical Milestones

• A development milestone related to an existing partnership agreement: $1.25 per share
• Breakthrough Therapy Designation for ACC granted by FDA: $1.00 per share
• First dosing of a participant in a of registrational trial of Emi-Le for ACC-1: $4.00 per share
  
   

Regulatory/Sales Milestones

• Regulatory approval granted by FDA in Emi-Le ACC-1: $9.00 per share
• First commercial sale of Emi-Le in a major EMA markets: $2.00 per share
• First commercial sale of Emi-Le in Japan: $1.00 per share
• Annual net sales of Emi-Le exceed $100 million by 2032: $2.00 per share
• Annual net sales of Emi-Le exceed $200 million by 2035: $4.00 per share
• Annual net sales of Emi-Le exceed $300 million by 2037: $6.00 per share

Day One expects to finance the acquisition with existing cash resources. Day One's strong cash position and financial profile is expected to enable development of Emi-Le through potential approval with no additional financing required.

The transaction is expected to close by the end of January 2026, subject to receipt of applicable regulatory approvals and the satisfaction of other customary conditions

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