Terns Pharmaceuticals (TERN) M&A announcement summary

Deal rationale and strategic fit

• Acquisition expands and strengthens the hematology and oncology pipeline, focusing on chronic myeloid leukemia (CML) and innovation-driven business development.

• TERN-701, a next-generation allosteric tyrosine kinase inhibitor, targets significant unmet needs in CML with potential best-in-class efficacy, safety, and high selectivity.

• The deal aligns with a strategy to diversify across therapeutic areas and leverages existing commercial and clinical infrastructure.

• TERN-701 complements a growing hematology portfolio and supports ambitions for leadership and long-term growth in oncology.

Financial terms and conditions

• Acquisition price is $53 per share, valuing Terns at approximately $6.7 billion ($5.7 billion net of cash and securities), representing up to a 42% premium to the 90-day average.

• Transaction will be financed primarily through new debt, with no expected impact on credit rating.

• Deal to be accounted for as an asset acquisition, resulting in a $5.8 billion R&D charge in 2026 and a $0.17 EPS impact in the first 12 months.

• Expected to close in Q2 2026, subject to majority share tender and regulatory approvals.

Synergies and expected cost savings

• Acquisition leverages existing oncology and hematology commercial capabilities for efficient integration and accelerated development.

• TERN-701 is expected to drive multibillion-dollar revenue growth starting in the early 2030s, with durable patent exclusivity into the 2040s.

• Potential to improve efficacy, safety, and convenience over existing CML treatments.