Verona Pharma (NASDAQ: VRNA) shareholders have approved the company’s proposed $10 billion acquisition by Merck (NYSE: MRK). The transaction, announced on July 8, 2025, values Verona at $107 per American Depositary Share (ADS), with each ADS representing eight ordinary shares.
The acquisition, structured as a scheme of arrangement under English law, received overwhelming shareholder support with 99.49% approval at the Court Meeting and 99.51% approval at the General Meeting. The transaction is expected to close on October 7, 2025, subject to final Court sanction at a hearing scheduled for October 6, 2025.
Verona shareholders approved Merck’s $10B acquisition at $107/ADS, expected to close October 7 following court approval.
The overwhelming shareholder approval of Merck’s acquisition of Verona Pharma marks a critical milestone for this substantial transaction. With 99.49% of voting shares supporting the scheme and 99.51% approving the necessary administrative changes, shareholders have delivered a resounding endorsement of the $10 billion deal valued at $107 per ADS.
This acquisition represents significant value for Verona shareholders. Each ADS represents eight ordinary Verona shares, and the transaction has now cleared a major hurdle in the UK’s two-step acquisition process. The remaining step is purely procedural – the High Court of Justice of England and Wales must sanction the scheme on October 6, with the transaction expected to close the following day.
The transaction’s structure as a scheme of arrangement under English law provides tax and timing efficiencies compared to traditional tender offers. The executive compensation package also received strong support with 81.19% approval, indicating shareholder satisfaction with management’s handling of the transaction.
For Merck, this acquisition aligns with their strategy to expand their respiratory disease portfolio, an area where Verona has established specialized expertise. Once completed on the expected date of October 7, Verona shareholders will receive their consideration promptly, with payments occurring between October 8-14.
Source: https://www.stocktitan.net/news/VRNA/shareholders-of-verona-pharma-approve-proposed-acquisition-by-088bpcz5xng2.html