Verona shareholders back $10bn MSD takeover

MSD has moved a step closer to completing its acquisition of Verona Pharma, after a vote in favour of the transaction by the UK company's shareholders.

Investors in Verona – a specialist in respiratory medicines – overwhelmingly gave their blessing to MSD's $107-per-share offer proposed in July, which values the company at around $10 billion.

There are some more hurdles in front of the deal, however, including approval by the High Court of Justice of England and Wales, where a hearing has been scheduled for 6th October. MSD – known as Merck & Co in the US and Canada – has previously said it expects the acquisition to be completed before the end of the year.

If it goes through, MSD will gain control of Verona's first-in-class therapy for chronic obstructive pulmonary disease (COPD), Ohtuvayre (ensifentrine), which was approved by the FDA last year and is Verona's first and so far only commercial product.

The dual phosphodiesterase (PDE) 3/4 inhibitor is the first inhaled product with a novel mechanism of action available for the maintenance treatment of COPD in more than 20 years, and has enjoyed strong growth since launch. Sales in the first six months of the year approached $175 million from the US market alone – with more than $100 million of that booked in the second quarter.

Outside the US, Verona has filed marketing applications for Ohtuvayre for the maintenance treatment of COPD in the UK and EU, in June and July, respectively. If the deal with MSD does not come through, the company has said it will have to license Ohtuvayre to partners to ensure patient access around the world.

Analysts at Jefferies have previously suggested that Ohtuvayre could generate peak sales of $3 to $4 billion within the next few years, which would go some way to help MSD weather the loss of patent protection for cancer blockbuster Keytruda (pembrolizumab), which is expected to occur from 2028 onwards. Keytruda sales were $15 billion in the first half of 2025.

In August, MSD said it planned to reduce its headcount by around 6,000 in a bid to carve around $3 billion off its annual costs, in anticipation of the Keytruda patent cliff.

Verona is also developing Ohtuvayre for non-cystic fibrosis bronchiectasis in phase 2 and plans to start a phase 2b trial of a combination product based on ensifentrine and long-acting muscarinic antagonist glycopyrrolate for COPD maintenance before the end of the year.

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