Key insights
- Merck KGaA, Darmstadt, Germany has agreed to acquire Silence Therapeutics plc for approximately $1.3 billion in an all-cash deal. Silence shareholders will receive $20.00 per ADS, representing a significant premium. The acquisition, which is expected to close in Q1 2027, will bolster Merck KGaA's biotechnology pipeline with Silence's proprietary siRNA technology. The deal has received unanimous approval from Silence's board and support from key shareholders.
LONDON - Silence Therapeutics plc (NASDAQ:SLN) announced today that it has entered into a definitive agreement to be acquired by Merck KGaA, Darmstadt, Germany in an all-cash transaction valued at approximately $1.3 billion in equity value and $1.1 billion in enterprise value, according to a press release statement.
Under the terms of the agreement, Silence shareholders will receive $20.00 in cash per American Depositary Share, with each ADS representing three ordinary shares. The offer represents a 130% premium to Silence’s closing ADS price on Friday and an 82% premium to the 30-day volume-weighted average price of $10.99.
The transaction will be effected through a U.K. scheme of arrangement under Part 26 of the UK Companies Act 2006. The deal is expected to close in the first quarter of 2027, subject to Silence shareholder approval, sanction by the High Court of Justice of England and Wales, and other customary closing conditions including regulatory approvals.
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The Silence Board of Directors unanimously approved the transaction. Certain securityholders holding approximately 14% of Silence’s voting power have entered into voting and support agreements to vote in favor of the transaction.
"We are pleased to have reached this agreement with Merck KGaA, Darmstadt, Germany, which is the result of a competitive sale process and delivers significant, immediate and certain value to our shareholders," said Iain Ross, Interim Principal Executive Officer and Chairman of the Silence Board.
Silence Therapeutics is a clinical-stage biotechnology company developing medicines using proprietary siRNA technology. The company’s pipeline includes Divesiran, an siRNA product candidate for polycythemia vera that has received FDA Fast Track and Orphan Drug designations.
Morgan Stanley & Co. LLC and Centerview Partners are serving as financial advisors to Silence, with Cooley LLP acting as legal counsel.
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