Merck KGaA completes acquisition of SpringWorks Therapeutics for $47 per share

Merck (NSE:PROR) KGaA, Darmstadt, Germany, has completed its acquisition of SpringWorks Therapeutics, Inc. (NASDAQ:SWTX), a company with strong financial fundamentals and impressive revenue growth of over 730% in the last twelve months, according to a statement released Tuesday in a Form 8-K filing with the Securities and Exchange Commission. InvestingPro data shows the company maintained a robust financial health score of "GOOD" prior to the acquisition.

The transaction closed Tuesday, following the terms of a merger agreement dated April 27, 2025. Under the agreement, EMD Holdings Merger Sub, Inc., a wholly owned subsidiary of Merck KGaA, merged with and into SpringWorks, making SpringWorks a wholly owned subsidiary of Merck KGaA. The acquisition target boasted industry-leading gross profit margins of 93% and maintained a healthy balance sheet with a current ratio of 4.33, according to InvestingPro analysis.

At the effective time of the merger, each share of SpringWorks common stock, other than certain excluded shares, was converted into the right to receive $47.00 in cash, without interest and subject to applicable tax withholding. This price aligned closely with InvestingPro’s Fair Value estimate, suggesting a fair deal for shareholders. Stock options and equity awards were also settled in cash, with vested options paid out to holders based on the difference between the $47.00 per share merger consideration and the exercise price, and unvested awards converted to cash-based awards with vesting terms as specified in the merger agreement. Discover more valuable insights about similar biotech companies with a comprehensive InvestingPro subscription, which includes access to detailed financial analysis and Pro Research Reports for over 1,400 US stocks.

As a result of the merger, trading in SpringWorks common stock was halted on the Nasdaq Stock Market prior to the market open Tuesday. SpringWorks, which had achieved a market capitalization of $3.54 billion, has notified Nasdaq of the completion of the merger and requested that its common stock be delisted and deregistered. The company plans to file the necessary forms to suspend its public reporting obligations.

All members of SpringWorks’ board of directors and executive officers resigned at the closing of the transaction. Directors of the merger subsidiary became the new directors of SpringWorks, and new officers were appointed.

SpringWorks’ certificate of incorporation and bylaws were amended and restated in accordance with the merger agreement.

This article is based on statements made in a press release and the company’s Form 8-K SEC filing.

In other recent news, SpringWorks Therapeutics, Inc. has announced that the European Medicines Agency’s Committee for Medicinal Products for Human Use has recommended the approval of nirogacestat for treating desmoid tumors, based on promising Phase 3 trial results. This potential approval would mark the first authorized therapy for desmoid tumors in the European Union. Concurrently, SpringWorks is progressing with its merger with Merck KGaA, having received necessary regulatory clearances from Germany’s Bundeskartellamt and the expiration of the Hart-Scott-Rodino waiting period in the U.S. This merger is anticipated to conclude in the second half of 2025, pending shareholder approval and other customary conditions.

Additionally, the European Medicines Agency has recommended conditional marketing authorization for SpringWorks’ mirdametinib for neurofibromatosis type 1, which could become the first EU-approved therapy for this condition. In corporate governance news, SpringWorks held its annual stockholders’ meeting, electing new directors and ratifying its accounting firm. In a related development, TD Cowen downgraded SpringWorks’ stock rating from Buy to Hold, citing the impending merger with Merck KGaA as a strategic move that aligns with Merck’s goals in rare tumors. The downgrade also included a reduction in the price target to $47.00, reflecting the anticipated completion of the acquisition.

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