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Shares of Terns Pharmaceuticals, Inc. (NASDAQ: TERN - Get Free Report) reached a new 52-week high during mid-day trading on Thursday. The company traded as high as $52.98 and last traded at $52.86, with a volume of 81314600 shares trading hands. The stock had previously closed at $50.00. Trending Headlines about Terns Pharmaceuticals Here are

Key Takeaways Merck is looking to acquire Terns for $53 per share, valuing the deal at almost $6.7B equity.Terns TERN-701, a leukemia drug candidate, showed strong early clinical response rates in studies.Merck is ramping up merger and acquisition deals in recent times to offset Keytruda's 2028 patent loss. Merck (MRK - Free Report) announced that it has entered into a definitive agreement to acquire California-based cancer biotech, Terns Pharmaceuticals , for $53.00 per share in cash or an estimated equity value of $6.7 billion.

The offer values the deal at about $5.7 billion after adjusting for cash.

Following the announcement of the acquisition, shares of Merck were up 2.6%. Terns' stock gained 5.7% yesterday.

Year to date, shares of Merck have risen 13.4% against the industry’s decrease of 4.9%.

Image Source: Zacks Investment Research

Shares of Terns have rallied 30.8% so far this year against the industry’s decrease of 0.6%.

Image Source: Zacks Investment Research

TERN Acquisition Can Boost Merck’s Cancer PipelineThe impending acquisition will add Terns’ lead candidate, TERN-701, an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor, to Merck’s hematology/cancer pipeline. The candidate is currently being evaluated in a phase I/II study for treating certain patients with chronic myeloid leukemia (CML).

Per the company, TERN-701 has shown promising results so far, with encouraging major and deep molecular response rates by week 24 in clinical studies. Based on this early data, management believes that, if successfully developed, TERN-701 could offer a differentiated treatment option for certain patients with CML.

TERN-701 has received an Orphan Drug designation from the FDA for treating CML.

The acquisition is expected to be closed in the second quarter of 2026, subject to customary closing conditions. It is likely to further strengthen and diversify MRK’s oncology pipeline.

The deal is expected to lead to a charge of around $5.8 billion, or roughly $2.35 per share, which will be reflected in Merck’s second-quarter and full-year 2026 GAAP and non-GAAP results.

MRK Eyes M&A Deal to Offset Keytruda’s Upcoming LOEMerck has been on an acquisition spree in recent times, as it faces looming patent expiration of its blockbuster drug, PD-L1 inhibitor Keytruda, in 2028. Keytruda accounts for more than 50% of the company’s pharmaceutical sales.

Merck acquired Cidara Therapeutics for $9.2 billion in January 2026. The acquisition added CDTX’s lead pipeline candidate, CD388, a first-in-class long-acting, strain-agnostic antiviral agent, currently being evaluated in late-stage studies for the prevention of seasonal influenza in individuals at higher risk of complications.

Last year, Merck acquired Verona Pharma for around $10 billion, which added the latter’s lead drug Ohtuvayre, a novel, first-in-class maintenance treatment for chronic obstructive pulmonary disease, with multibillion-dollar commercial potential. Ohtuvayre's commercial launch is off to a solid start, backed by strong growth in new patient starts and total patients treated.

Merck believes new products like Ohtuvayre could drive long-term growth and help offset the revenue gap expected from Keytruda’s upcoming loss of exclusivity in 2028. Merck acquired cancer biotech, Harpoon Therapeutics, in 2024.

MRK & TERN’s Zacks RankMerck currently carries a Zacks Rank #3 (Hold), while Terns has a Zacks Rank #2 (Buy).

Key PickA top-ranked stock in the biotech sector is Amarin (AMRN - Free Report) , carrying a Zacks Rank #1 (Strong Buy). You can see the complete list of today’s Zacks #1 Rank stocks here.

Over the past 60 days, estimates for Amarin’s 2026 loss per share have narrowed from $7.32 to $6.36, while the same for 2027 have narrowed from $5.97 to $4.64. AMRN shares have risen 5.2% in the year-to-date period.

Amarin’s earnings beat estimates in three of the trailing four quarters and missed on the remaining occasion, with the average surprise being 51.29%.

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Pre-Market Stock Futures: Futures are trading higher this morning after reports are circulating that President Trump wants to end the war soon. This comes after Monday’s session, which saw three of the four major indices close lower, while oil traded above $100 for the first time since the summer of 2022. Conflicting headlines flew around; some were very positive, and some were more negative. When it was all said and done on Monday, only the venerable Dow Jones Industrial finished the day positive, closing up 0.11% at 45,216. The small-cap Russell 2000 took the biggest hit to start the holiday-shortened trading week, closing down 1.46% at 2,414, while the Nasdaq finished the day at 20,794, down by 0.73%, and the S&P 500 was last seen at 6,343, down 0.39%. Investors need to be careful, as all major indices are in or approaching correction territory and could be poised for a sharp decline if the war escalates.

Treasury Bonds: After choppy trading last week, buyers returned in full force on Monday, as yields were lower across the entire curve amid a safe-haven trade back on in a big way. The combination of inflation returning as an issue, the potential for no rate cuts, and the possibility of a rate increase, combined with geopolitical worries, sent prices higher and yields lower. The 30-year-long bond finished the session at 4.91%, while the benchmark 10-year note closed Monday at 4.35%.

Oil and Gas: West Texas Intermediate, as we noted, closed over the $100 level for the first time in almost four years, finishing the session Monday at $105, up 5.40%, while Brent Crude closed at $114.60, which was higher by 1.81%. The escalation of hostilities, with the Houthis joining Iran’s side, and concerns across the entire energy complex that distribution, along with exploration and production, will be in serious jeopardy in the Middle East, are issues investors are facing. Natural gas took a beating Monday, closing down 4.86% at $2,87.  

Gold: The precious metal markets, which had been in lockstep with every other asset class that traded down over the last month, are holding steady at current support levels. Current pricing reflects ongoing upward momentum, supported by market attempts to find a footing amid geopolitical tensions and navigate between high inflation fears and potential diplomatic developments. Gold closed trading on Monday at $4,510, up 0.38%, while Silver was last seen at $70.22, up 0.50%.

Crypto: Crypto markets traded higher on Monday, briefly staging a relief rally after a bruising stretch that had left sentiment washed out and many crypto-linked equities down roughly 60% from recent highs. Bitcoin steadied in the upper-$66,000 to upper-$67,000 range throughout much of the Monday session, while Ethereum climbed as traders returned to beaten-down names and short-covering fueled the rebound. The move was helped by some easing geopolitical anxiety, albeit conflicting, and a modest improvement in broader risk appetite, which gave digital assets room to bounce after several sessions of macro-driven selling. At 8 AM EDT, Bitcoin was trading at $66,660, while Ethereum was trading at $2,042.

24/7 Wall St. reviews dozens of analyst research reports daily to identify new investment ideas for both investors and traders. Some of these daily analyst calls cover stocks to buy. Other calls cover stocks to sell or avoid. Remember that no single analyst call should ever be used as a basis to buy or sell a stock. 

Here are some of the top Wall Street analyst upgrades, downgrades, and initiations seen on Tuesday, March 31, 2026.  

Upgrades: Amphenol Corp. (NYSE: APH | APH Price Prediction) was assumed with a Buy rating from Hold at Jefferies, which trimmed the target price for the stock to $145 from $150. Emerson Electric Company (NYSE: EMR) was assumed with a Buy rating from Hold at Jefferies, which raised the target price for the stock to $175 from $160. Highwoods Properties Inc. (NYSE: HIW) was raised to Equal Weight from Underweight at Morgan Stanley, which nudged the target price down to $23 from $24. Shake Shack Inc. (NYSE: SHAK) was upgraded to Neutral from Underperform at Bank of America, which raised the price target to $101 from $88. Western Digital Corp. (NASDAQ: WDC) was upgraded to Outperform from Market Perform at Bernstein, which doubled the price target for the tech giant to $340 from $170. Downgrades: Colgate-Palmolive Company (NYSE: CL) was downgraded to Hold from Buy at TD Cowen, which lowered the target price for the consumer staples giant to $85 from $96. Lincoln Electric Holdings Inc. (NASDAQ: LECO) was downgraded to Hold from Buy at Jefferies, which cut the target price to $280 from $350. Rockwell Automation Inc.  (NYSE: ROK) was downgraded to Hold from Buy at Jefferies, which slashed the target price for the shares to $380 from $490. Terns Pharmaceuticals Inc. (NASDAQ: TERN) was cut to Hold from Buy at Truist, with a $523 target price objective. Vertiv Holdings Co. (NYSE: VRT) was downgraded to Hold from Buy at Jefferies, which lowered the target price to $260 from $280. Initiations: Arista Networks Inc. (NYSE: ANET) was started with a Buy rating at Truist, which has set a $161 target price for the stock. Block Inc. (NYSE: XYZ) was started with a Buy rating at Loop Capital with a $62 target price. Digital Realty Trust Inc. (NYSE: DLR) was initiated with a Buy rating at Truist, which bumped the target price for the stock to $207 from $202. MiniMed Group Inc. (NASDAQ: MMED) was started with an Overweight rating at Morgan Stanley with a $19 target price. In comparison, Mizuho began covering the stock with an Outperform rating with a $21 target price. Citigroup initiated coverage with a Buy rating and a $23 target price, while Wells Fargo has an Overweight rating with a $26 target price.   The company was a recent IPO NiSource Inc. (NYSE: NI) was initiated with an Overweight rating at KeyBanc, which has a $52 target price objective.

Posted by Defense World Staff on Apr 6th, 2026

Capricorn Fund Managers Ltd bought a new stake in shares of Terns Pharmaceuticals, Inc. (NASDAQ:TERN – Free Report) during the 4th quarter, according to its most recent disclosure with the Securities and Exchange Commission. The institutional investor bought 151,436 shares of the company’s stock, valued at approximately $6,118,000. Terns Pharmaceuticals makes up approximately 1.5% of Capricorn Fund Managers Ltd’s holdings, making the stock its 27th largest holding. Capricorn Fund Managers Ltd owned approximately 0.17% of Terns Pharmaceuticals as of its most recent filing with the Securities and Exchange Commission.

A number of other hedge funds and other institutional investors also recently added to or reduced their stakes in the business. FNY Investment Advisers LLC purchased a new stake in shares of Terns Pharmaceuticals during the fourth quarter worth about $80,000. Tema Etfs LLC purchased a new position in shares of Terns Pharmaceuticals in the 4th quarter valued at approximately $414,000. SG Americas Securities LLC acquired a new stake in Terns Pharmaceuticals in the 4th quarter worth approximately $1,772,000. GAMMA Investing LLC boosted its stake in Terns Pharmaceuticals by 762.4% in the 4th quarter. GAMMA Investing LLC now owns 871 shares of the company’s stock worth $35,000 after purchasing an additional 770 shares in the last quarter. Finally, JPMorgan Chase & Co. grew its position in Terns Pharmaceuticals by 90.6% during the 3rd quarter. JPMorgan Chase & Co. now owns 682,708 shares of the company’s stock worth $5,127,000 after purchasing an additional 324,502 shares during the last quarter. 98.26% of the stock is currently owned by hedge funds and other institutional investors.

Insider Activity In other Terns Pharmaceuticals news, insider Emil Kuriakose sold 942 shares of the stock in a transaction that occurred on Wednesday, April 1st. The stock was sold at an average price of $52.75, for a total transaction of $49,690.50. Following the transaction, the insider owned 105,673 shares in the company, valued at approximately $5,574,250.75. This represents a 0.88% decrease in their ownership of the stock. The sale was disclosed in a document filed with the SEC, which can be accessed through this hyperlink. Also, CEO Amy L. Burroughs sold 14,583 shares of the stock in a transaction that occurred on Monday, March 16th. The stock was sold at an average price of $46.71, for a total value of $681,171.93. Following the transaction, the chief executive officer owned 288,976 shares in the company, valued at $13,498,068.96. This represents a 4.80% decrease in their position. Additional details regarding this sale are available in the official SEC disclosure. Over the last three months, insiders have sold 98,857 shares of company stock worth $3,850,896. Corporate insiders own 1.50% of the company’s stock.

Analysts Set New Price Targets A number of research firms have issued reports on TERN. Jefferies Financial Group reaffirmed a “buy” rating and issued a $70.00 price target on shares of Terns Pharmaceuticals in a report on Wednesday, December 10th. HC Wainwright reissued a “neutral” rating and set a $53.00 price objective (down from $60.00) on shares of Terns Pharmaceuticals in a report on Wednesday, March 25th. TD Cowen downgraded Terns Pharmaceuticals from a “buy” rating to a “hold” rating and set a $53.00 target price on the stock. in a research report on Thursday, March 26th. BMO Capital Markets lowered Terns Pharmaceuticals from a “strong-buy” rating to a “hold” rating in a research note on Thursday, March 26th. Finally, Wall Street Zen cut Terns Pharmaceuticals from a “hold” rating to a “sell” rating in a research report on Saturday, March 21st. One equities research analyst has rated the stock with a Strong Buy rating, five have issued a Buy rating, seven have issued a Hold rating and one has issued a Sell rating to the company. According to MarketBeat.com, the company currently has a consensus rating of “Hold” and an average target price of $56.30.

View Our Latest Stock Analysis on Terns Pharmaceuticals

Terns Pharmaceuticals Price Performance Shares of NASDAQ TERN opened at $52.72 on Monday. The stock has a market capitalization of $6.08 billion, a price-to-earnings ratio of -51.18 and a beta of -0.37. Terns Pharmaceuticals, Inc. has a 12 month low of $1.87 and a 12 month high of $53.19. The firm’s 50 day simple moving average is $42.96 and its 200-day simple moving average is $30.97.

Terns Pharmaceuticals (NASDAQ:TERN – Get Free Report) last posted its earnings results on Thursday, April 2nd. The company reported ($0.24) earnings per share (EPS) for the quarter, beating the consensus estimate of ($0.30) by $0.06. Analysts anticipate that Terns Pharmaceuticals, Inc. will post -1.19 earnings per share for the current fiscal year.

Terns Pharmaceuticals Company Profile (Free Report)

Terns Pharmaceuticals, Inc is a clinical‐stage biopharmaceutical company focused on developing oral small‐molecule therapies for the treatment of chronic liver diseases and other serious conditions. The company’s research and development efforts center on novel mechanisms of action designed to address the underlying causes of progressive liver disorders, including inflammation, fibrosis and metabolic dysregulation. By advancing targeted compounds that can be administered orally, Terns aims to offer patients more convenient and effective treatment options compared to injectable or biologic therapies.

The company’s pipeline features several candidates in various stages of preclinical and clinical evaluation.

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RAHWAY, N.J.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside of the United States and Canada, is commencing today, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Terns Pharmaceuticals, Inc. (“Terns”) (Nasdaq: TERN). On March 25, 2026, Merck announced that it had entered into a definitive agreement to acquire Terns.

Upon the successful closing of the tender offer, stockholders of Terns will receive $53.00 net in cash for each share of Terns common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable tax withholding. Following the purchase of shares in the tender offer, Terns will become a wholly owned subsidiary of Merck.

Merck has filed today with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, which provides the terms of the tender offer. Additionally, Terns has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Terns board of directors that their stockholders accept the tender offer and tender their shares.

The tender offer will expire one minute following 11:59 p.m., Eastern Time, on May 4, 2026, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to certain conditions, including the tender of shares representing more than 50% of the total number of Terns’ outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. The transaction is expected to close in the second quarter of 2026.

About Merck
At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities. For more information, visit www.merck.com and connect with us on X (formerly Twitter), Facebook, Instagram, YouTube and LinkedIn.

Important Information About the Tender Offer
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Terns or any other securities, nor is it a substitute for the tender offer materials described herein. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, has been filed by Merck, Merck Sharp & Dohme LLC and Thailand Merger Sub, Inc. with the SEC, and a solicitation/recommendation statement on Schedule 14D-9 has been filed by Terns with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.

Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, other tender offer documents and the Solicitation/Recommendation Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer, which will be named in the tender offer statement. In addition, Merck and Terns file annual, quarterly and current reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Merck may be obtained at no charge on Merck’s internet website at www.merck.com or by contacting Merck at 126 East Lincoln Avenue P.O. Box 2000, Rahway, NJ 07065 USA, or by phone at (908) 740-4000. Copies of the documents filed with the SEC by Terns may be obtained at no charge from Terns’ internet website at www.ternspharma.com or by contacting Terns at 1065 East Hillsdale Blvd., Suite 100, Foster City, CA 94404 or (650)-525-5535 Ext.101.

Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA
This news release of Merck & Co., Inc., Rahway, N.J., USA (the “company”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “expects,” “intends,” “believes,” “may,” “plan” or “will.” Forward-looking statements in this release include, but are not limited to, statements related to the ability of the company and Terns to complete the transactions contemplated by the transaction agreement, including the parties’ ability to satisfy the conditions to the consummation of the transaction contemplated thereby, statements about the expected timetable for completing the transaction, the company’s and Terns’ beliefs and expectations and statements about the benefits sought to be achieved in the company’s proposed acquisition of Terns, the potential effects of the acquisition on both the company and Terns, and the possibility of any termination of the transaction agreement.

Such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, such as unanticipated delays in or negative results from Terns’ clinical studies and other risks related to clinical development, delays in or unanticipated action by regulatory authorities, risks related to government contracts, having to use cash in ways other than as expected and other risks, uncertainties associated with Terns’ business in general; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the proposed transaction contained in the transaction agreement may not be satisfied or waived (including, but not limited to, the failure to obtain a sufficient number of tendered shares from Terns’ stockholders); the effects of disruption from the transactions contemplated by the transaction agreement and the impact of the announcement and pendency of the transactions on Terns’ business; the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the company’s other filings with the SEC available at the SEC’s Internet site (www.sec.gov).

More News From Merck & Co., Inc.

Terns Pharmaceuticals (TERN +0.00%) had a more memorable March than a great many other companies on U.S. stock exchanges. That's largely because it agreed to be bought out by a much larger peer, and the deal's premium helped crank Terns' share price more than 25% higher over the month.

Billions for a buyout That earth-shaking event occurred on March 25. In a joint press release, Terns and global pharmaceutical giant Merck announced a definitive agreement under which Merck (via a subsidiary) will acquire the smaller company for $53 per share in cash. The pair said this represents a 42% premium over Terns' 90-day volume-weighted average price.

All told, wrote the companies, the deal is worth around $6.7 billion.

Image source: Getty Images.

The jewel in this crown is Tern's lead drug candidate, TERN-701. This medication is intended to treat certain patients with chronic myeloid Leukemia (CML) and has shown efficacy in clinical trials. Currently, it's being evaluated in a phase 1/2 trial and has received the Food and Drug Administration's (FDA) Orphan Drug Designation as a potential CML treatment.

Terns and Merck quoted the latter's CEO, Robert Davis, as saying that the acquisition "further diversifies and strengthens our position in oncology as we continue to look for opportunities to broaden our portfolio into other therapeutic areas."

The boards of directors of the two companies have approved the agreement. It's subject to a majority of Terns' shareholders tendering their stock, though given the well-in-the-double-digits premium, this is very likely. It's also subject to approval by the relevant regulatory bodies.

Terns and Merck expect the deal to close in the current quarter.

Some Terns followers felt Merck is getting quite a bargain. Just after the transaction was announced, Truist Securities analyst Kripa Devarakonda published a quick-reaction update on the biotech. She wrote that the agreement was a "steal" for the buyer, as she feels that if and when it comes to market, TERN-701 can be a powerful revenue driver.

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Time to let go I feel this acquisition is beneficial for both the buyer and seller. Merck, which will soon begin losing patent protection from its star drug Keytruda, gets a robust asset that bolsters its oncology efforts. At the same time, Terns' shareholders receive a very healthy premium -- despite what some commenters might think -- for unloading their stock.

With that anticipated closing date looming sooner rather than later, the story of Terns as an independent company is, at least for now, over. Investors who haven't done so yet should tender their shares, as there's almost no reason to hold on to them.

Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Merck and Truist Financial. The Motley Fool has a disclosure policy.

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NEW YORK & NEW ORLEANS--(BUSINESS WIRE)--Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC (“KSF”) are investigating the proposed sale of Terns Pharmaceuticals, Inc. (NasdaqGS: TERN) to Merck (NYSE: MRK). Under the terms of the proposed transaction, shareholders of Terns will receive $53.00 in cash for each share of Terns that they own. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.

If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn ([email protected]) toll free at any time at 855-768-1857, or visit https://www.ksfcounsel.com/cases/nasdaqgs-tern/ to learn more.

Please note that the transaction is structured as a tender offer, such that time may be of the essence.

To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com.

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More News From Kahn Swick & Foti, LLC

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RAHWAY, N.J.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside of the United States and Canada, today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), in connection with Merck's pending acquisition of Terns Pharmaceuticals, Inc. (“Terns”) (Nasdaq: TERN) expired at 11:59 p.m., Eastern Time, on April 23, 2026. As previously announced on April 7, 2026, Merck commenced, through a subsidiary, a cash tender offer to purchase.

Merck  MRK is set to report its first-quarter 2026 earnings on April 30, before market open. The Zacks Consensus Estimate for first-quarter top line is pegged at $15.90 billion, while the same for the bottom line stands at a loss of $1.51 per share.

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Addition of TERN-701, a novel investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor, further diversifies Merck’s oncology pipeline

RAHWAY, N.J.--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside of the United States and Canada, today announced the successful completion of the acquisition of Terns Pharmaceuticals, Inc. (“Terns”) (Nasdaq: TERN).

“The Terns acquisition reflects Merck’s continued focus on science‑driven, value‑enhancing business development aimed at bringing meaningful innovation to patients,” said Robert M. Davis, chairman and chief executive officer, Merck. “We believe TERN‑701 has the potential to become a differentiated treatment option for certain patients with chronic myeloid leukemia, and we look forward to working with the Terns team to advance its clinical development.”

TERN-701 was recently granted Breakthrough Therapy Designation (BTD) by the U.S. Food and Drug Administration (FDA) for the treatment of adults with Philadelphia chromosome-positive chronic myeloid leukemia (CML) in the chronic phase without the T315I mutation previously treated with two or more tyrosine kinase inhibitors (TKIs). The BTD designation for TERN-701 is based on data from the ongoing Phase 1/2 CARDINAL trial (NCT06163430).

Transaction details

Merck completed the cash tender offer, through a subsidiary, for all the outstanding shares of common stock of Terns at a purchase price of $53.00 per share, without interest and subject to any applicable tax withholding. As of the tender offer expiration at one minute after 11:59 p.m., Eastern Time, on May 4, 2026, 100,091,794 shares of Terns common stock were validly tendered and not validly withdrawn, representing approximately 86.36% of the total number of Terns’ issued and outstanding shares of common stock as of such date and time. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Merck, on behalf of its subsidiary, will promptly pay for such shares.

Following the completion of the tender offer, Merck completed the acquisition of Terns through a merger of Merck’s wholly-owned subsidiary with and into Terns, with Terns being the surviving corporation, in which all shares of Terns common stock issued and outstanding at the effective time of the merger were converted into the right to receive cash equal to the $53.00 offer price per share, without interest and subject to any applicable tax withholding. At the completion of the merger, Terns became a wholly-owned subsidiary of Merck and Terns’ common stock will no longer be listed or traded on the Nasdaq Global Select Market.

The transaction is expected to be accounted for as an asset acquisition, resulting in a charge to research and development expense of approximately $5.8 billion, or approximately $2.35 per share, included in both second quarter and full year 2026 GAAP and non-GAAP results. Additionally, GAAP and non-GAAP EPS are expected to be negatively impacted by approximately $0.12 per share in 2026, representing costs associated with advancing TERN-701 and costs of financing.

About TERN-701

TERN-701 is a novel investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor (TKI) designed to bind to the ABL myristoyl pocket, with a potentially best-in-disease profile that could improve upon existing treatments for certain patients with chronic myeloid leukemia (CML).

About chronic myeloid leukemia

Chronic myeloid leukemia (CML) is a slow growing type of blood cancer that leads to an overproduction of white blood cells that accumulate in the blood and bone marrow, disrupting the production of healthy blood cells. CML is commonly associated with the Philadelphia chromosome, a translocation between chromosomes 9 and 22 that results in constitutive activation of the BCR::ABL1 fusion protein, which fuels cancer growth.

About Merck in hematology

Merck is advancing a pipeline of hematology candidates targeting a diverse range of targets across leukemias, lymphomas and myeloproliferative neoplasms. Candidates in Phase 3 development include: bomedemstat (MK-3543), an investigational, orally available lysine-specific demethylase 1 (LSD1) inhibitor; nemtabrutinib (MK-1026), an investigational, non-covalent Bruton’s tyrosine kinase (BTK) inhibitor; and zilovertamab vedotin (MK-2140), an investigational antibody-drug conjugate (ADC) that targets receptor tyrosine kinase-like orphan receptor 1 (ROR1). Additionally, MK-1045, an investigational CD19xCD3 T-cell engager, is currently being evaluated in a Phase 1b/2 trial.

About Merck

At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities. For more information, visit www.merck.com and connect with us on X (formerly Twitter), Facebook, Instagram, YouTube and LinkedIn.

Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA

This news release of Merck & Co., Inc., Rahway, N.J., USA (the “company”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “expects,” “intends,” “believes,” “may,” “plan” or “will.” There can be no guarantees with respect to pipeline candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, such as general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and the company’s other filings with the SEC available at the SEC’s Internet site (www.sec.gov).

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