TERN Terns Pharmaceuticals, Inc.
Price Chart
Executive Summary
Terns Pharmaceuticals has been acquired by Merck Sharp & Dohme in a completed all-cash merger. The tender offer expired on May 4, 2026, with 86.36% of shares tendered at $53.00 per share, and the merger was consummated on May 5, 2026. Terns is now a wholly owned subsidiary of Merck, and its shares will be delisted from Nasdaq and deregistered under the Exchange Act.
Actionable Insight
The deal has closed at $53.00/share. TERN shares will cease trading and be deregistered. Holders who did not tender should expect to receive the merger consideration through the surviving corporation's paying agent. No further trading opportunities exist in TERN equity.
Key Facts
- Merck Sharp & Dohme acquired Terns Pharmaceuticals for $53.00 per share in cash.
- The tender offer expired on May 4, 2026, with 100,091,794 shares tendered (86.36% of outstanding).
- The merger was completed on May 5, 2026, under Section 251(h) of the DGCL without a stockholder vote.
- Terns notified Nasdaq of the delisting; trading suspended prior to the open on May 5, 2026.
- All prior directors and officers of Terns were replaced by designees of Merck.
- The certificate of incorporation and bylaws were amended and restated in their entirety.
- Outstanding in-the-money options and RSUs were cashed out at the merger consideration.
- Merck funded the acquisition through cash on hand and borrowings under a 364-day delayed draw term loan.
Financial Impact
Total consideration of approximately $5.3 billion based on 100,091,794 shares tendered at $53.00 per share, plus additional shares converted in the merger.
Risk Factors
- No remaining equity value for TERN shareholders beyond the $53.00 per share merger consideration.
- Delisting and deregistration eliminate liquidity and public market access.
- Potential appraisal/dissenters' rights litigation by shareholders who did not tender.
Market Snapshot
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-205305 |
| Document: d70112d8k.htm | 0001193125-26-205305 |
| Document: d70112dex31.htm | 0001193125-26-205305 |
| Document: 0001193125-26-205305-index-headers.html | 0001193125-26-205305 |
| Document: 0001193125-26-205305-index.html | 0001193125-26-205305 |
| Document: 0001193125-26-205305.txt | 0001193125-26-205305 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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May 15, 2026
4w ago
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15-12G
| $52.97 awaiting T+1 | awaiting T+1 | — | — |
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May 8, 2026
5w ago
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EFFECT
| $52.95 $52.95 | · 0.00% | ▼ −0.23% | — |
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May 5, 2026
5w ago
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8-K
| $52.95 $52.95 | · 0.00% | ▼ −1.38% | — |
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May 5, 2026
5w ago
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25-NSE
| $52.95 $52.95 | · 0.00% | ▲ +1.38% | — |
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Apr 27, 2026
6w ago
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8-K
| $52.95 $52.94 | ▼ −0.02% | ▲ +0.47% | — |
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Apr 27, 2026
6w ago
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Press Release
| $52.95 $52.94 | ▼ −0.02% | ▲ +0.47% | — |
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Mar 25, 2026
11w ago
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Press Release
| $52.86 $53.17 | ▲ +0.59% | ▲ +2.36% | — |
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Feb 28, 2026
15w ago
|
Institutional Cluster
| $42.03 $41.51 | ▼ −1.24% | ▼ −0.32% | — |
US Market Status
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