Shareholders of Verona Pharma Approve Proposed Acquisition by Merck

Core Viewpoint - Verona Pharma plc has received shareholder approval for its acquisition by Merck & Co., Inc. at a valuation of approximately $10 billion, with the transaction expected to close on October 7, 2025 [1][2]. Group 1: Transaction Details - The acquisition will be executed through a scheme of arrangement under English law, pending court sanction [2]. - The court hearing for the sanction of the scheme is scheduled for October 6, 2025, with the effective date of the scheme expected to be October 7, 2025 [3]. Group 2: Voting Results - At the Court Meeting, 99.49% of the voting Scheme Shareholders approved the resolution for the scheme [5]. - At the General Meeting, 99.51% of votes supported the special resolution to amend the Articles of Association, and 81.19% voted in favor of the advisory proposal regarding executive compensation related to the transaction [6]. Group 3: Expected Timetable of Principal Events - Key dates include the Court Sanction Hearing on October 6, 2025, and the last day for dealings in American Depository Shares (ADSs) on the same date [8]. - The formal suspension of dealings in ADSs on Nasdaq is set for October 7, 2025, coinciding with the effective date of the scheme [8].