Merck to Acquire SpringWorks Therapeutics to Strengthen its Healthcare Business and Drive Sustainable Growth
Merck, a leading global science and technology company, and SpringWorks Therapeutics, Inc. (Nasdaq: SWTX), a commercial-stage biopharmaceutical company based in Stamford, Connecticut, today announced they have entered into a definitive agreement under which Merck will acquire SpringWorks. The agreement marks a significant strategic move for Merck as it seeks to reinforce its position in the healthcare market, particularly in the United States and in specialized areas such as rare diseases and oncology.
Under the terms of the deal, Merck will purchase all outstanding shares of SpringWorks for $47 per share in cash. This transaction values SpringWorks’ equity at approximately $3.9 billion, with an enterprise value of about $3.4 billion (€3.0 billion), considering SpringWorks’ cash balance as of December 31, 2024. The offer price represents a 26% premium over SpringWorks’ 20-day volume-weighted average share price of $37.38 as of February 7, 2025, which was the day before market speculation first arose regarding a potential acquisition.
Belén Garijo, Chair of the Executive Board and CEO of Merck, emphasized the strategic importance of the deal:
“The agreed acquisition of SpringWorks is a major step in our active portfolio strategy to position Merck as a globally diversified innovation and technology powerhouse. For our Healthcare sector, this acquisition sharpens our focus on rare tumors, accelerates growth, and significantly strengthens our presence in the U.S. market,” Garijo stated. She further affirmed that Merck would continue to explore mergers and acquisitions across its three business sectors with a steadfast focus on strategic alignment, financial robustness, and long-term value creation.
The acquisition is fully aligned with Merck’s business development and M&A strategy for its Healthcare business, as outlined during its Capital Markets Day in October 2024. The strategy emphasizes pursuing external innovation through both licensing high-quality compounds at various development stages and making focused acquisitions that can deliver early value creation. Moreover, strengthening Merck’s footprint in the United States, the world’s largest pharmaceutical market, is a key priority under this strategy.
Upon closing, the acquisition is expected to immediately contribute to Merck’s revenues. Merck anticipates that the deal will become accretive to its earnings per share before exceptional items (EPS pre) by 2027. The company plans to finance the acquisition through a combination of available cash and new debt, while maintaining flexibility for larger transactions in the future, particularly in its Life Science division. Merck remains committed to preserving its strong investment-grade credit rating through disciplined financial management.
SpringWorks brings a strong portfolio of therapies targeting rare tumors, which will directly complement Merck’s existing capabilities in this area. SpringWorks has launched two groundbreaking therapies in the U.S.: OGSIVEO® (nirogacestat) and GOMEKLI™ (mirdametinib). These products have established new standards of care for desmoid tumors and symptomatic plexiform neurofibromas (PN) in patients with neurofibromatosis type 1 (NF1), respectively.
OGSIVEO® (nirogacestat) is a first-in-class systemic therapy approved by the U.S. Food and Drug Administration (FDA) for treating adult patients with progressing desmoid tumors who require systemic treatment. Meanwhile, GOMEKLI™ (mirdametinib) is the first and only FDA-approved therapy for both adult and pediatric patients aged two years and older with NF1-PN that cannot be completely resected. GOMEKLI’s approval in February 2025 was based on highly positive results from SpringWorks’ Phase 2b ReNeu trial, which demonstrated significant tumor reduction and a manageable safety profile. Furthermore, the European Medicines Agency (EMA) is reviewing marketing authorization applications for both nirogacestat and mirdametinib, with decisions expected later in 2025.
Peter Guenter, Member of the Executive Board and CEO of Healthcare at Merck, described the acquisition as a transformative opportunity:
“We have a unique opportunity with SpringWorks to establish a leadership position in rare tumors and lay a strong foundation for future investments in this field, which remains underserved,” Guenter commented. “Together, Merck and SpringWorks will be better positioned to improve outcomes for patients suffering from rare tumors and to expand access to transformative therapies worldwide. This acquisition is expected to fuel long-term, sustainable growth in our Healthcare business.” Guenter, alongside his successor Danny Bar-Zohar, expressed enthusiasm about finalizing the acquisition and working collaboratively with the SpringWorks team to deliver meaningful improvements to patients’ lives.
For SpringWorks, the acquisition by Merck represents an opportunity to accelerate its global ambitions and expand the reach of its therapies beyond the United States.
“From the very beginning, our mission at SpringWorks has been to deliver transformative solutions to patients affected by serious diseases,” said Saqib Islam, CEO of SpringWorks Therapeutics. “Having successfully launched two best-in-class medicines in the U.S., we believe the time is right to broaden our impact globally. During discussions with Merck, it became evident that our companies share a common commitment to advancing patient care and innovation. By joining forces, we are creating immediate value for our stakeholders and opening new avenues to reach patients worldwide, while also offering expanded opportunities for our employees as part of a global organization.”
Additionally, SpringWorks’ development pipeline includes promising investigational therapies aimed at other tumor types where significant unmet needs remain. Merck’s global infrastructure and commercial capabilities are expected to amplify the reach and impact of these future therapies.
The transaction has been unanimously approved by the Boards of Directors of both companies. It is expected to close during the second half of 2025, pending the satisfaction of customary closing conditions, including approval by SpringWorks’ shareholders and clearance by relevant regulatory authorities.
In this transaction, J.P. Morgan is acting as exclusive financial advisor and Sullivan & Cromwell LLP is serving as legal counsel to Merck. SpringWorks is being advised jointly by Centerview Partners LLC and Goldman Sachs & Co. LLC, with Goodwin Procter LLP providing legal counsel.
In summary, Merck’s acquisition of SpringWorks Therapeutics marks a decisive step forward in its healthcare strategy, providing immediate revenue contribution, enhanced U.S. market presence, and a leadership position in the rare tumor space. For SpringWorks, the deal offers a platform to amplify its patient impact on a global scale and continue advancing groundbreaking therapies. Together, the two companies are poised to reshape the landscape of treatment options for rare and underserved tumor types, ultimately transforming lives around the world.
