On April 24, 2026 Merck (NYSE: MRK), known as MSD outside of the United States and Canada, reported that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), in connection with Merck’s pending acquisition of Terns Pharmaceuticals, Inc. ("Terns") (Nasdaq: TERN) expired at 11:59 p.m., Eastern Time, on April 23, 2026.

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As previously announced on April 7, 2026, Merck commenced, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Terns, for $53.00 net in cash for each share of Terns common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable tax withholding. The expiration of the HSR waiting period satisfies one of the conditions necessary for the consummation of the tender offer. Consummation of the tender offer remains subject to other conditions described in the tender offer statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the "SEC") on April 7, 2026, including the tender of shares representing more than 50% of the total number of Terns’ outstanding shares.

(Press release, Merck & Co, APR 24, 2026, View Source [SID1234664756])