Merck KGaA, Darmstadt, Germany, to Acquire SpringWorks Therapeutics in Strategic Move to Accelerate Healthcare Growth
Merck KGaA, Darmstadt, Germany (DAX: MRK), a global leader in science and technology, today announced that it has entered into a definitive agreement to acquire SpringWorks Therapeutics, Inc. (Nasdaq: SWTX), a U.S.-based, commercial-stage biopharmaceutical company specializing in severe rare diseases and cancer. Headquartered in Stamford, Connecticut, SpringWorks has made significant strides in rare tumor treatment, positioning itself as a leader in the field.
Under the terms of the agreement, Merck KGaA, Darmstadt, Germany, will acquire SpringWorks for $47 per share in cash. This transaction values SpringWorks at approximately $3.9 billion in equity terms, with an enterprise value of around $3.4 billion (€3.0 billion), taking into account SpringWorks’ cash position as of December 31, 2024. The offer represents a 26% premium over SpringWorks’ 20-day volume-weighted average share price of $37.38, calculated as of February 7, 2025, the day before speculation regarding a potential deal began to surface.
Commenting on the strategic significance of the transaction, Belén Garijo, Chair of the Executive Board and CEO of Merck KGaA, Darmstadt, Germany, stated, “The agreed acquisition of SpringWorks is a major milestone in the execution of our active portfolio management strategy. It strengthens our Healthcare sector, sharpens our focus on rare tumors, and significantly enhances our footprint in the critical U.S. market. It is an important step as we continue to position Merck KGaA, Darmstadt, Germany, as a globally diversified innovation and technology leader.”
Garijo also emphasized that this acquisition aligns with the broader corporate strategy articulated at Merck KGaA, Darmstadt, Germany’s Capital Markets Day in October 2024, where the company outlined its ambitions to grow through external innovation. These ambitions include strategic licensing deals and targeted acquisitions aimed at early value creation across its three business sectors: Healthcare, Life Science, and Electronics. Importantly, while this acquisition will be funded through a combination of available cash and new debt, Merck KGaA, Darmstadt, Germany, remains committed to maintaining its strong investment-grade credit rating, preserving financial flexibility for future strategic moves, particularly in its high-priority Life Science division.
The acquisition of SpringWorks will contribute immediately to the revenues of Merck KGaA, Darmstadt, Germany, upon closing and is expected to be accretive to the company’s earnings per share (EPS pre) by 2027. This transaction also reinforces Merck KGaA, Darmstadt, Germany’s strategy to deepen its presence in the U.S., the world’s largest and most dynamic pharmaceutical market, where it operates its Healthcare business under the EMD Serono brand.
SpringWorks’ portfolio brings two key FDA-approved therapies to Merck KGaA, Darmstadt, Germany’s pipeline: OGSIVEO® (nirogacestat) and GOMEKLI™ (mirdametinib). OGSIVEO® is the first and only systemic therapy approved for adult patients with progressing desmoid tumors requiring systemic treatment. Its marketing authorization application is currently under review by the European Medicines Agency (EMA), with a decision expected in the second quarter of 2025.
Meanwhile, GOMEKLI™, approved by the FDA in February 2025, is the first therapy for adults and children aged two years and older suffering from neurofibromatosis type 1-associated plexiform neurofibromas (NF1-PN) that are not amenable to surgical removal. Approval was based on robust Phase 2b ReNeu trial results demonstrating strong objective response rates, deep and durable tumor volume reductions, and a manageable safety profile. SpringWorks was also awarded a rare pediatric disease priority review voucher by the FDA, further highlighting the significance of this approval. The marketing application for GOMEKLI™ is also under review by the EMA, with potential European approval anticipated later in 2025.
In addition to its marketed therapies, SpringWorks boasts a promising pipeline targeting other underserved tumor types. This complements Merck KGaA, Darmstadt, Germany’s existing oncology research efforts, including its recent acquisition of worldwide rights to pimicotinib, an investigational therapy for tenosynovial giant cell tumor (TGCT) developed by Abbisko Therapeutics.
Peter Guenter, CEO of Healthcare at Merck KGaA, Darmstadt, Germany, highlighted the strategic rationale: “With SpringWorks, we have the rare opportunity to immediately establish a leadership position in the treatment of rare tumors. This acquisition not only complements our existing pipeline but also provides a robust foundation for sustainable future growth. By leveraging our global infrastructure and resources, we aim to build upon SpringWorks’ early success in the United States and expand access to innovative therapies worldwide.”
Guenter, alongside his successor Danny Bar-Zohar, reaffirmed the company’s commitment to driving long-term value creation through this strategic move. They emphasized that the combination will enhance the company’s ability to deliver meaningful benefits to patients suffering from complex and difficult-to-treat tumor types globally.
From SpringWorks’ perspective, the transaction offers an opportunity to accelerate its mission and extend its reach far beyond the U.S. market. Saqib Islam, CEO of SpringWorks Therapeutics, commented, “Since our inception, our goal has been to develop transformative solutions for patients suffering from devastating diseases. Joining Merck KGaA, Darmstadt, Germany will allow us to achieve this vision on a global scale. We share common values, particularly our dedication to improving the lives of patients with rare tumors. This combination creates tremendous value for our stakeholders and opens up new growth opportunities for our employees within a much larger, globally integrated organization.”
The Boards of Directors of both companies have unanimously approved the proposed transaction. Closing is anticipated in the second half of 2025, subject to customary conditions including shareholder approval by SpringWorks stockholders and receipt of the necessary regulatory clearances.
On the advisory side, J.P. Morgan is serving as the exclusive financial advisor to Merck KGaA, Darmstadt, Germany, while Sullivan & Cromwell LLP is acting as legal counsel. SpringWorks is being advised by Centerview Partners LLC and Goldman Sachs & Co. LLC, with Goodwin Procter LLP providing legal counsel.
By acquiring SpringWorks, Merck KGaA, Darmstadt, Germany, not only accelerates its ambition to become a global leader in the rare tumor field but also reinforces its strategy of sustainable and profitable growth through targeted innovation and strategic expansion. The transaction signifies a pivotal moment in Merck KGaA, Darmstadt, Germany’s healthcare evolution and represents a bold step forward in its commitment to improving patient outcomes around the world.
