Silence Therapeutics (SLN) Proxy filing summary

Executive summary

• Merck KGaA agreed to acquire all issued and to-be-issued shares for $6.6667 per ordinary share or $20 per ADS in cash; stated equity value ~ $1.3bn and enterprise value $1.1bn.

• The offer is a 130% premium to the October 16, 2026 ADS closing price and an 82% premium to the 30-day VWAP of $10.99; closing is expected in Q1 2027, subject to conditions.

• The board unanimously approved and recommended the transaction; it is not subject to a financing condition.

Voting matters and shareholder proposals

• Scheme approval requires a majority in number representing at least 75% in value of members present and voting; a special resolution at the general meeting also requires 75% of voting rights represented and voting.

• The preliminary proxy statement is to be filed as promptly as practicable, with reasonable best efforts to file within 25 business days; shareholder meetings are to occur within 45 days after dispatch of transaction documents.

• Securityholders holding ~14% of voting power agreed to vote in favor of the transaction and restrict transfers of covered securities, subject to agreement terms.

Board of directors and corporate governance

• The board unanimously found the agreement fair and in shareholders’ best interests, approved it, and recommended shareholder approval of the scheme and related resolution.

• Centerview Partners and Morgan Stanley each delivered a fairness opinion on the per-share cash consideration, subject to the opinions’ stated assumptions and limitations.

• At closing, the board will approve resignations and appointments of directors as determined by Merck; the transaction agreement also provides six years of continuing director and officer indemnification protections.