Freshfields has scored a lead role in another US acquisition by pharma giant Merck, this time on the sell-side, advising California-based biotech company Terns Pharmaceuticals on its sale for an approximate equity value of $6.7bn, with Covington & Burling advising Merck.
Last summer Freshfields acted on the buy-side as Merck bought respiratory-focused pharmaceutical company Verona Pharma for $10bn. Latham & Watkins advised Verona.
The Freshfields team for the Terns deal, announced this morning (25 March), is led by corporate M&A partners Damien Zoubek and Jenny Hochenberg in New York.
The duo also led on the deal last summer, with assistance from UK corporate partners Rhys Evans and Kate Cooper.
Zoubek and Hochenberg joined Freshfields from Cravath in 2021 and 2022 respectively. Each is recognised by Legal 500 as a leading partner for $1bn+ M&A deals.
Meanwhile, Covington is advising Merck on the deal. The team was led by Washington D.C. partners Catherine Dargan, head of the firm’s corporate practice, M&A partner Drew Fischer and New York corporate partner Alicia Zhang.
Terns Pharmaceuticals is a clinical-stage oncology company, and its acquisition will give Merck access to a new treatment Terns is developing for leukemia, as Merck is reportedly seeking to expand its portfolio before 2028, when patent protection for its leading cancer treatment Keytruda expires.
The deal is the latest in a string of M&A activity from Merck. In addition to its acquisition of Verona last year, in 2023 it was advised by Paul Weiss on its $10.8bn purchase of autoimmune disease-focused Prometheus Biosciences, and in 2024 it acquired ophthalmology biotech company EyeBio, advised by Gibson Dunn.
The deal is expected to close in the second quarter of 2026.
