Merck KGaA (XTRA:MRK) entered into definitive agreement to acquire SpringWorks Therapeutics, Inc. (NasdaqGS:SWTX) from FMR LLC, The Vanguard Group, Inc. and BlackRock, Inc. (NYSE:BLK) and others for $3.7 billion on April 27, 2025. The purchase price of $47 per share in cash represents an equity value of approximately $3.9 billion, or an enterprise value of $3.4 billion (?3.0 billion) based on SpringWorks? cash balance as of December 31, 2024. Upon closing, the business combination will immediately contribute to the revenues of Merck KGaA, Darmstadt, Germany, and is expected to be accretive to the company?s earnings per share pre (EPS pre) in 2027. The acquisition will be funded with available cash and new debt. In connection with the termination of the Merger Agreement under specified circumstances, including the termination by Parent in the event of a change of recommendation by the Board to enter into an Alternative Acquisition Agreement (as defined in the Merger Agreement) providing for a Superior Proposal, the Company would be required to pay Parent a termination fee of approximately $150 million. On May 20, 2025, the Bundeskartellamt approved the Merger. The waiting period with respect to the Merger under the HSR Act expired at 11:59 p.m. Eastern Time on June 13, 2025. The approval of the Merger by the Bundeskartellamt and expiration of the waiting period under the HSR Act satisfy the aforementioned conditions to the completion of the Merger.

The transaction is subject to subject to satisfaction of customary closing conditions, including approval of SpringWorks? shareholders, the expiration or termination of any applicable waiting periods, and the receipt of approvals, under U.S. and certain foreign antitrust and competition laws, receipt of required regulatory approvals. The transaction has been unanimously approved, by all those in attendance, by both the Merck and SpringWorks Boards of Directors. The transaction is expected to close in the second half of 2025.

As of June 26, 2025, 78.31% of the shares of SpringWorks voted in favor of the transaction.

J.P. Morgan SE acted as financial advisor for Merck KGaA. Matthew G. Hurd,Eric M. Krautheimer,York Schnorbus,Florian J. Späth,Samantha F. Hynes,Michael Rosenthal,Ha Jin Lee,Mehdi Ansari,Jeannette E. Bander,Sarah Remmer Long and Clemens Rechberger of Sullivan & Cromwell LLP acted as legal advisors for Merck KGaA. Centerview Partners LLC acted as financial advisor and fairness opinion provider for SpringWorks Therapeutics, Inc. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider for SpringWorks Therapeutics, Inc. Stuart M. Stuart M. Cable,Robert Masella,Michael R. Patrone,Jean A. Lee,Amanda Gill,Kingsley L. Taft,Lisa R. Haddad,Sarah Ashfaq,Alexandra S. Denniston,Markus Käpplinger,Arman Oruc,Brady Cummins,Simone Waterbury,Julie Tibbets,Elizabeth Mulkey,Tim Worden,Daniel S. Karelitz,Jacob R. Osborn,Heath R. Ingram,Christopher J. Denn,Jennifer Merrigan Fay,Jacqueline Klosek,Deborah S. Birnbach,Jennifer Burns Luz,Christina Ademola and Brian H. Mukherjee of Goodwin Procter LLP acted as legal advisors for SpringWorks Therapeutics, Inc. Graham Robinson and Christopher M Barlow of Skadden, Arps, Slate, Meagher & Flom LLP represented Centerview Partners LLC and Goldman Sachs & Co. LLC as financial advisors to SpringWorks Therapeutics, Inc. In connection with Centerview?s and Goldman's services as a financial advisor to the Board, SpringWorks has agreed to pay Centerview and Goldman an aggregate fee of approximately $35 million, $2 million of which was payable upon the rendering of Centerview?s and Goldman's opinion. Computershare Trust Company, N.A. acted as transfer agent to SpringWorks. MacKenzie Partners, Inc. acted as proxy solicitor to SpringWorks Therapeutics, Inc. MacKenzie Partners will be paid a fee $20,000.

Merck KGaA (XTRA:MRK) completed the acquisition of SpringWorks Therapeutics, Inc. (NasdaqGS:SWTX) from FMR LLC, The Vanguard Group, Inc. and BlackRock, Inc. (NYSE:BLK) and others on July 1, 2025.