Freshfields is advising Merck on its $10bn acquisition of respiratory-focused pharmaceutical company Verona Pharma, in a major US mandate for the UK-headquartered firm, with Latham & Watkins advising Verona.
The Freshfields team is led by US corporate and M&A co-head Damien Zoubek and M&A partner Jenny Hochenberg in New York, while key lawyers in London assisting on the deal include corporate partners Rhys Evans and Kate Cooper.
This is the first significant US transaction Freshfields has advised Merck on. The firm has been aggressively expanding its US presence in recent years, with major hires into its New York office including Zoubek in 2021 and Hochenberg shortly after at the start of 2022. Both lawyers joined from Cravath.
Verona turned to Latham for advice on the deal, with a team comprising Boston and New York-based Peter Handrinos and Orange County-based Scott Shean, as well as global vice chair of M&A and private equity Sam Newhouse and corporate and M&A partner Douglas Abernethy in London.
Latham has advised Verona on a number of occasions previously, including in 2020 on a $200m private placement and in 2024 on a $650m strategic financing.
Verona Pharma is focused on developing treatments for chronic respiratory diseases, and the acquisition will see Merck expand its offering in this area, particularly through Verona’s chronic obstructive pulmonary disease treatment Ohtuvayre (ensifentrine), which was approved by the Food and Drug Administration (FDA) in June 2024.
The deal follows a string of M&A activity from Merck. In 2023 the company was advised by Paul Weiss on its $10.8bn acquisition of Prometheus Biosciences Inc, broadening its immune-mediated disease treatment offering. In 2024 it expanded its portfolio further by acquiring EyeBio, which offers treatments for retinal diseases, advised by Gibson Dunn.
Merck is reportedly on a path to expand its treatment portfolio before 2028, when the patent for its leading cancer treatment Keytruda expires. The deal is expected to close in the last quarter of 2025.
