Verona Pharma Announces That High Court Of Justice Of England And Wales Has Approved Its Acquisition By MSD For $107 Per American Depository Share, Totaling ~$10B

Verona Pharma plc (NASDAQ:VRNA) ("Verona Pharma"), a biopharmaceutical company focused on respiratory diseases, which entered into a definitive agreement on July 8, 2025 relating to its proposed acquisition by MSD (tradename of Merck & Co., Inc., Rahway, N.J., USA), known as Merck in the U.S. and Canada, through a wholly owned subsidiary or a nominee, today announced that the High Court of Justice of England and Wales has approved the proposal for MSD to acquire Verona Pharma for $107 per American Depository Share (ADS), each of which represents eight Verona Pharma ordinary shares, for a total transaction value of approximately $10 billion (the "Transaction").

The Transaction is being implemented by way of a Court-sanctioned scheme of arrangement under English law (the "Scheme").

Verona Pharma is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme.

Closing of the Transaction will occur and the Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to occur on October 7, 2025, as previously announced. The last day of trading Verona ADSs on Nasdaq is expected to be today, October 6, 2025, with trading in Verona ADSs on Nasdaq being halted before the opening of trading tomorrow, October 7, 2025.

Unless otherwise defined, terms used in this press release have the same meanings as set out in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission by Verona Pharma on August 18, 2025.