Silence Therapeutics (SLN) Proxy filing summary

Executive summary

• Definitive agreement for an all-cash acquisition by Merck KGaA, with enterprise value of $1.1bn and equity value of approximately $1.3bn.

• Transaction followed a competitive sale process and Board and management review; expected to close in Q1 2027, subject to conditions.

• Divesiran is expected to benefit from Merck’s resources to accelerate Phase 3 development; clinical development plans remain unchanged before closing.

Voting matters and shareholder proposals

• Acquisition is structured as a scheme of arrangement under Part 26 of the U.K. Companies Act 2006; a proxy statement and explanatory statement are planned for shareholders.

• Closing depends on shareholder and regulatory approvals, High Court of Justice of England and Wales sanction, and satisfaction of other closing conditions.

Board of directors and corporate governance

• Board and management carefully considered the transaction following a competitive sale process; the agreement was presented as the selected path forward after inbound interest following Divesiran Phase 2 results.

• Directors, certain executive officers and employees may be deemed participants in proxy solicitation; additional information on their interests is expected in the proxy statement.