VRNA
Verona Pharma plc106.91
+0.00+0%
Oct 6, 4:00:01 PM EDT
Earnings Call Transcripts
This Quarter (Q4 '25)
No earnings call transcript available yet
Last Quarter (Q3 '25)
No earnings call transcript available
Key Stats
Market Cap
9.09BP/E (TTM)
-Basic EPS (TTM)
-1.04Dividend Yield
0%Recent Filings
8-K
Merck acquires Verona Pharma
Merck completed its acquisition of Verona Pharma on October 7, 2025, via a sanctioned scheme of arrangement, taking the company private as a wholly owned subsidiary. Shareholders received $107 in cash per ADS, while trading on Nasdaq halted and delisting followed. All directors resigned, replaced by Merck executives Benjamin Lucas and Ebru Can Temucin. Acquisition locks in Verona's assets for Merck's pipeline.
8-K
Shareholders approve Merck buyout
Verona Pharma shareholders overwhelmingly approved Merck's $10 billion acquisition on September 24, 2025, with 99.5% backing the scheme of arrangement at the Court Meeting. The deal, announced July 8, offers $107 per ADS and awaits court sanction on October 6, with closure eyed for October 7. Shareholders hit 81% approval on advisory executive pay. Yet risks linger if court approval falters.
8-K
Severance plan amended pre-acquisition
Verona Pharma amended its Employee Change in Control Severance Benefit Plan on September 5, 2025, effective just before the pending Merck acquisition closes. The changes extend the qualifying termination window post-Change in Control from 12 to 24 months, broaden 'Qualifying Resignation' to include declining long-term offers after knowledge transfer, and raise minimum severance from three to six months for most employees, with executives getting 12 months. This bolsters retention amid the deal. The amendment voids if the transaction fails.
10-Q
Q2 FY2025 results
Verona Pharma swung to an operating profit of $13.3M in Q2 FY2025 ended June 30, 2025, fueled by $102.9M in net product sales from Ohtuvayre, its newly approved COPD therapy, up from a $68.4M loss a year earlier when revenue stood at zero. Gross margin hit 95.4% as cost of sales remained low at $4.8M, while R&D dipped 33% y/y to $13.0M amid milestone timing, but SG&A climbed 47% to $72.1M on sales force buildup. Cash swelled to $438.0M, bolstered by $19.0M in operating cash flow, yet term loan debt rose to $242.4M at 9.7% interest maturing 2029, with covenants tied to sales milestones. The pending $10B Merck acquisition, eyed for Q4 close, adds momentum but hinges on approvals. Still, reliance on five specialty pharmacies for all sales poses supply risks.
8-K
Merck acquires Verona Pharma
Verona Pharma inked a deal on July 8, 2025, for Merck's subsidiary to acquire all its shares via a UK scheme of arrangement, paying $107 per ADS in cash for a $10 billion total. This hands Merck Ohtuvayre, a fresh COPD maintenance drug blending bronchodilator and anti-inflammatory effects, poised to fuel cardio-pulmonary growth. Yet regulatory nods and shareholder votes loom large. Deal eyes Q4 2025 close.
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