Merck & Co., Inc. (NYSE:MRK) entered into a definitive agreement to acquire Eyebiotech Limited for $3 billion on May 29, 2024. Under the terms of the agreement, Merck, through a subsidiary, will acquire all outstanding shares of EyeBio for up to $3 billion, including an upfront payment of $1.3 billion in cash and a further potential $1.7 billion in developmental, regulatory and commercial milestone payments. The EyeBio team and leadership including founders David Guyer and Tony Adamis will leverage their experience and world-class expertise as part of Merck to continue their pioneering work to advance the clinical development of Restoret and other ongoing development programs. Merck expects to record a charge of approximately $1.3 billion, or approximately $0.50 per share, that will be included in non-GAAP results in the quarter that the transaction closes. Post completion of the acquisition, as a subsidiary of Merck, EyeBio will be positioned to tap into the resources and infrastructure needed to support the clinical, regulatory and commercial development of these candidates and help bring them to patients worldwide.

Closing of the proposed acquisition is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is expected to close in the third quarter of 2024 and be accounted for as an asset acquisition. The acquisition has been unanimously approved by the EyeBio Board of Directors.

Sumit Khedekar and Lin Yan of Citi acted as financial advisor and Saee Muzumdar and Phillip R. Sanders of Gibson, Dunn & Crutcher LLP acted as its legal advisors to Merck in this transaction. Eric Tokat, Frank Fekete and Melina Santoro of Centerview Partners LLC acted as financial advisor and Graham Robinson, Jisun Choi, Maya P Florence, Alex Jupp, Ani Kusheva, Maria Raptis, Resa K Schlossberg, Moshe Spinowitz and Laura Knoll of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisors to EyeBio.

Merck & Co., Inc. (NYSE:MRK) completed the acquisition of Eyebiotech Limited on July 12, 2024.