Merck KGaA to Buy Silence Therapeutics for $1.3 Billion at a 130% Premium

Merck KGaA is paying more than double what the market said Silence was worth on Friday — $20 in cash for every ADS, after a competitive sale process, for a gene-silencing platform whose lead drug just posted the Phase 2 data that made it buyable.

Silence Therapeutics plc said on Monday, October 19, 2026 that it has entered into a definitive agreement with Merck KGaA, Darmstadt, Germany, under which Merck KGaA will acquire Silence in an all-cash transaction with an enterprise value of $1.1 billion and an equity value of approximately $1.3 billion. The transaction agreement was signed on Sunday, October 18, 2026, according to Silence's Form 8-K filing, and Reuters separately reported the $1.3 billion all-cash deal on Monday.

$20 in cash, 130% above Friday's close

Upon completion of the transaction, Silence shareholders will receive $20.00 in cash per American Depositary Share, with each ADS representing three ordinary shares of Silence (or $6.6667 per ordinary share). The all-cash consideration represents a 130% premium to the Silence ADS closing price on Friday, October 16, 2026 and an 82% premium to the 30-day volume-weighted average price of $10.99. The transaction was unanimously approved by the Silence Board of Directors, and certain securityholders holding approximately 14% of Silence's voting power have entered into a voting and support agreement to vote in favor of it. Iain Ross, Silence's Interim Principal Executive Officer and Chairman of the board, said the agreement is the result of a competitive sale process and delivers significant, immediate and certain value to shareholders.

What Merck is buying: a liver-targeted silencing platform

Silence builds precision engineered medicines on its proprietary mRNAi GOLD platform, using short interfering RNA — siRNA — to switch off specific disease-causing genes, largely in the liver. The asset at the center of the price is divesiran, Silence's wholly owned siRNA candidate for polycythemia vera, a rare blood cancer in which the body produces too many red blood cells. Divesiran silences TMPRSS6, a gene expressed almost exclusively in the liver that acts as a negative regulator of hepcidin, the body's master regulator of iron metabolism; raising hepcidin restricts the iron available to the bone marrow and so reduces red blood cell production. Divesiran holds FDA Fast Track and Orphan Drug designations for polycythemia vera, and there are currently no approved therapies that specifically target red blood cells and hematocrit, the announcement noted. Ross said the Phase 2 polycythemia vera data for divesiran were potentially best-in-class, and that Merck has the scale, resources and commercial capabilities to accelerate its Phase 3 development.

A U.K. scheme, two shareholder votes and an April deadline

The transaction will be effected by means of a U.K. scheme of arrangement under Part 26 of the UK Companies Act 2006. It is expected to close in the first quarter of 2027, subject to Silence shareholder approval, sanction by the High Court of Justice of England and Wales and other customary closing conditions, including regulatory approvals. Under the Form 8-K summary, the scheme needs approval by a majority in number representing not less than three-fourths (75%) in value of members present and voting at the scheme meeting, alongside a special resolution at a general meeting. The deal is not subject to any financing condition. The agreement can be terminated if the transaction is not completed by 11:59 p.m. London time on April 30, 2027, and Silence owes Merck KGaA a $13 million termination fee in specified circumstances, including if its board changes its recommendation or if it terminates the agreement to accept a superior proposal. Silence intends to file a proxy statement with the SEC in connection with the vote. Morgan Stanley & Co. LLC and Centerview Partners are serving as financial advisors to Silence, with Cooley LLP as legal counsel.

Beckmann's healthcare pivot, deal by deal

For Merck KGaA, this is a healthcare pipeline purchase. Kai Beckmann, Chairman of the Executive Board and Group CEO of Merck KGaA, Darmstadt, Germany, said the planned acquisition will strengthen the company's capabilities to serve patients with targeted specialty and rare diseases, and pointed to last year's SpringWorks Therapeutics acquisition: following SpringWorks, the company continues to transform its pipeline toward areas of high specialization and unmet medical need, with an ongoing commitment to external innovation. The buyer is the Darmstadt group founded in 1668 — 2025 sales of €21.1 billion in 65 countries and more than 62,000 employees — and not the separate U.S. company Merck & Co.: Merck KGaA holds the global rights to the Merck name outside the United States and Canada, where its businesses operate as MilliporeSigma in life science, EMD Serono in healthcare and EMD Electronics in electronics. At approximately $1.3 billion of equity value, Silence is a bolt-on Merck can absorb without changing its shape; what it changes is the pipeline, adding a clinical-stage siRNA platform that the announcement frames as a new capability for its healthcare business.

Two votes, a court sanction and the $20 spread

What to watch is the scheme timetable: the proxy statement and scheme document, the dates of the scheme meeting and the general meeting, and whether any competing bidder tests the superior-proposal clause before shareholders vote. Regulatory approvals are the other gate, and the April 30, 2027 end date leaves roughly a quarter of slack beyond the expected first-quarter close. The premium itself is the tell: at $20 in cash against a $10.99 30-day average price, Merck is paying for divesiran's Phase 3 future, not for Silence's recent trading history. From here, the spread between the ADS price and the $20 offer will be the market's running vote on completion risk.