The Life Sciences and Public M&A teams advised SpringWorks Therapeutics (Nasdaq: SWTX) in its definitive agreement to be acquired by Merck KGaA, Darmstadt, Germany (DAX: MRK). The purchase price of $47.00 per share in cash represents an equity value of approximately $3.9 billion, or an enterprise value of $3.4 billion (€3.0 billion) based on SpringWorks' cash balance as of December 31, 2024, and a premium of 26% to SpringWorks' unaffected 20-day volume-weighted average price of $37.38 on February 7, 2025, the day prior to the first market speculation of a potential transaction between Merck KGaA, Darmstadt, Germany and SpringWorks.
The transaction has been unanimously approved, by all those in attendance, by both the Merck KGaA, Darmstadt, Germany and SpringWorks Boards of Directors and is expected to close in the second half of 2025, subject to satisfaction of customary closing conditions, including approval of SpringWorks' shareholders and receipt of required regulatory approvals.
SpringWorks is a commercial-stage biopharmaceutical company dedicated to improving the lives of patients with severe rare diseases and cancer. The company develops and is commercializing OGSIVEO® (nirogacestat) as the first and only FDA-approved medicine for adults with desmoid tumors and GOMEKLI" (mirdametinib) as the first and only FDA-approved medicine for both adults and children with neurofibromatosis type 1 associated plexiform neurofibromas (NF1-PN).
The Goodwin team was led by Stuart Cable, Robert Masella, Mike Patrone, Jean Lee, and Amanda Gill and included Kingsley Taft, Lisa Haddad, Sarah Ashfaq, Nathalie Dabrowski, Andrew Yu, Alice Choi, Claire Treesh, Sean Philbin, Kelvin Tsz Ho Chan, Alexandra Denniston, Dr. Markus Kaepplinger, Robert Jochim, Arman Oruc, Brady Cummins, Simone Waterbury, Anuj Ghai, Julie Tibbets, Elizabeth Mulkey, Tim Worden, Lucy Sharples, Dan Karelitz, Jacob Osborn, Heath Ingram, Christopher Denn, Jennifer Fay, Jackie Klosek, Deborah Birnbach, Jennifer Luz, Christina Ademola and Brian Mukherjee.
For additional details on the acquisition, please read the press release and coverage in Law360, Reuters and Wall Street Journal.