In March, Merck & Co Inc. (NYSE:MRK) agreed to acquire Terns Pharmaceuticals Inc. (NASDAQ:TERN), as the U.S. drugmaker accelerates efforts to offset looming revenue risks tied to its blockbuster cancer immunotherapy Keytruda.

The deal consideration is $53.00 per share in cash for an approximate equity value of $6.7 billion.

Updated Trial Data Influences Merck Negotiations

During deal negotiations, Merck decided to lower its offer price after seeing updated clinical data for Terns' lead drug TERN-701, according to SEC filings on Tuesday.

As per the documents, Merck submitted a non-binding proposal of $61.00 per share in February.

Later, Merck received updated clinical data from Terns' ongoing CARDINAL trial of TERN-701 from Terns management, which was previously requested by Merck.

That same week, Merck received from Terns clinical data generated under Terns' exclusive option and license agreement with Hansoh (Shanghai) Healthtech Co., Ltd. and Jiangsu Hansoh Pharmaceutical Group Company Ltd.

In December 2025, Terns presented updated and expanded data at the ASH presentation from its ongoing CARDINAL trial of TERN-701 in patients with previously treated Chronic Myeloid Leukemia (CML).

The SEC filings did not share the exact clinical data update, though they revealed that the "MMR achievement rate was lower, potentially due to more patients being pre-treated with asciminib in the evaluable population."

Novartis AG (NYSE:NVS) markets Asciminib under the Scemblix name.

The filing noted that the new rate "stayed within Terns' disclosed confidence interval after the ASH Annual Meeting, with no overlap with the asciminib interval."

Competing Bid Withdrawn Over Data Concerns

In December 2025, Party C, a large pharmaceutical company, had made a $58 per-share offer for Terns.

But later, it increased the offer to $61 per share plus $9 per share in a contingent value right if TERN-701 received FDA approval for CML.

Party C withdrew from the discussions because it decided the updated TERN-701 data were "more nuanced than Party C had previously understood and that Party C did not view TERN-701 as sufficiently differentiated or sufficiently de-risked to proceed," according to the Tuesday SEC filing.

Merck downsized its offer to $50 per share and said that the "MMR achievement rate for TERN-701 would likely be at the low end of the range discussed by Terns management," the SEC filing noted.

SEC filing also highlighted that Merck still viewed the data as "compelling relative to asciminib and therefore had continued enthusiasm to proceed with a transaction."

MRK Stock Price Activity: Merck shares were down 2.09% at $118.33 at the time of publication on Tuesday, according to Benzinga Pro data.

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