S&C advises leading science and technology company and the world’s oldest operating chemical and pharmaceutical company Merck KGaA in its proposed acquisition of U.S. biopharma company SpringWorks Therapeutics for a purchase price of $47 per share in cash, representing an equity value of approximately $3.9 billion. For S&C’s long-standing client Merck, the transaction constitutes one of the most sizeable steps in the healthcare space in years.
SpringWorks offers a first-in-class, systemic standard-of-care therapy in adults with desmoid tumors and the first and only approved therapy for adults and children with neurofibromatosis type 1-associated plexiform neurofibromas. Its portfolio will accelerate immediate and sustainable revenue growth for Merck and strengthen their U.S. presence. It further enables the Darmstadt, Germany-based company to establish a leadership position in rare tumors and build a strong foundation for further investments in this area of large unmet medical need.
Advising longtime client Merck on this significant biopharma transaction during a notably subdued period for sector deal activity is both a testament to our client-development skills and our successful cross-border approach: S&C’s German and U.S. teams have continuously worked with Merck over the past years, and have advised them on one of their last significant U.S. transactions, the acquisition of Versum Materials in 2019, as well. The S&C team also provided the client with integrated advice across U.S. and German law, through seamless cross-office and cross-border collaboration.
The M&A and corporate advice was led by Matt Hurd, Eric Krautheimer, York Schnorbus and Florian Späth and included associates Charles Fries, Johanna Bierlein, Ella Scholz, Maximilian van der Beck and Chloe Zack. The Antitrust team included Sam Hynes, Michael Rosenthal and Kolja Ortmann. Tessa Lee and Alexei Owen advised on tax matters. Mehdi Ansari, Liz Levin and April Yu advised on IP matters. Jeannette Bander, Sarah Remmer Long and Rebecca Rabinowitz advised on Employment/Compensation/Benefits matters. Clemens Rechberger advised on Securities Laws and Financing.
S&C’s Mergers & Acquisitions Group led all law firm advisers in announced global deals in the first quarter of 2025, totaling more than $124 billion and representing a 14.1 percent market share, according to LSEG. We have recently advised:
- xAI and X’s $113 billion merger;
- ENN Natural Gas in its proposed $HK90.5 billion ($11.6 billion) privatization of ENN Energy Holdings;
- Viridium in its $3.8 billion pending acquisition by Allianz, BlackRock and T&D Holdings;
- Robert Bosch GmbH on the largest transaction in the company’s history—its pending $8 billion acquisition of a global HVAC solutions business from Johnson Controls and Hitachi;
- Discover Financial Services in its $35.3 billion all-stock merge with Capital One Financial; and
- Seagen in Pfizer’s $43 billion acquisition of the biotech innovator, which represents the largest-ever all-cash change of control in the pharma industry.