American biopharmaceutical giant Merck has entered into a definitive agreement to acquire British drugmaker Verona Pharma in a deal valued at approximately USD 10 billion.

Under the terms of the agreement, Merck—through a subsidiary—will buy Verona Pharma for USD 107 per American Depositary Share (ADS), each representing eight ordinary shares of Verona Pharma.

The acquisition will strengthen Merck’s cardio-pulmonary portfolio by adding Verona Pharma’s Ohtuvayre (ensifentrine) – a first-in-class selective dual inhibitor of phosphodiesterase 3 and 4 (PDE3 and PDE4).

Ohtuvayre received U.S. FDA approval in June 2024 for the maintenance treatment of chronic obstructive pulmonary disease (COPD) in adults and is currently being studied for the treatment of non-cystic fibrosis bronchiectasis.

The transaction, unanimously approved by the boards of both companies, is expected to close in the fourth quarter of 2025.

 “This acquisition of Verona Pharma reflects the commitment we have to delivering innovative treatments to patients and our ability to execute on our science-led and value-driven business development strategy,” said Robert M. Davis, chairman and chief executive officer, Merck.

“Ohtuvayre complements and expands our pipeline and portfolio of treatments for cardio-pulmonary diseases while delivering near- and long-term growth as well as value for shareholders. This novel, first-in-class treatment addresses an important unmet need for COPD patients persistently symptomatic based on its unique combination of bronchodilatory and non-steroidal anti-inflammatory effects.”

Verona Pharma CEO David Zaccardelli highlighted the strong market reception of Ohtuvayre and expressed confidence that Merck’s global reach and robust clinical infrastructure will accelerate its growth

He said, “Since launching Ohtuvayre in August 2024 we have seen rapid and accelerating uptake in the U.S. We believe Merck’s commercial footprint and industry-leading clinical capabilities will help accelerate the potential of Ohtuvayre to reach more patients living with COPD.”

“This agreement will enable the strong launch trajectory of this important medicine and provides value to Verona Pharma shareholders,” he added.

The transaction is intended to be affected by way of a scheme of arrangement under UK law and remains subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act, approval of Verona Pharma shareholders, sanction by the High Court of Justice of England and Wales and other customary conditions.