Press Release September 30, 2021

Merck to Acquire Acceleron for $11.5 Billion

The M&A team represented Credit Suisse and Goldman Sachs, financial advisors to Merck (NYSE: MRK), in connection with Merck’s definitive agreement to acquire Acceleron Pharma Inc. (Nasdaq: XLRN) for $180 per share in cash for an approximate total equity value of $11.5 billion.

Under the terms of the acquisition agreement, Merck, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Acceleron. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Acceleron’s outstanding shares, receipt of applicable regulatory approvals, and other customary conditions.

Upon the successful completion of the tender offer, Merck’s acquisition subsidiary will be merged into Acceleron, and any remaining shares of common stock of Acceleron will be canceled and converted into the right to receive the same $180 per share price payable in the tender offer. The transaction is expected to close in the fourth quarter of 2021.

The Goodwin team was led by Stuart Cable, James Matarese and Blake Liggio.

For additional details on the merger, please read Merck’s press release.