Merck Sharp & Dohme Corp. ("MSD") entered into a definitive agreement to acquire Acceleron Pharma Inc. (NasdaqGM:XLRN) from Avoro Capital Advisors LLC, Holocene Advisors, LP, Darwin Global Management Limited and others for $11.2 billion on September 29, 2021. Under the transaction, MSD will initiate a tender offer acquire Acceleron for $180 per share in cash, without interest and less any required tax withholding. Upon the successful completion of the tender offer, 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. Following the purchase of shares in the tender offer, Acceleron will become a subsidiary of MSD. Acceleron will be required to pay a termination fee of $345 million in case of termination of transaction under certain circumstances and MSD will be required to pay Acceleron a reverse termination fee of $650 million or $750 million, depending on the time of termination. Avoro stands ready to take the steps necessary to help modify the Board's composition and add directors with relevant experience and expertise to create improved shareholder. 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outstanding shares,?MSD shall have irrevocably accepted for purchase the shares validly tendered (and not validly withdrawn) pursuant to the offer, receipt of applicable regulatory approvals, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of approvals under certain antitrust laws in ex-U.S. jurisdictions and other customary conditions. Consummation of the offer is not subject to a financing condition. The Board of Directors of Acceleron unanimously approved the transaction and unanimously recommends that the holders of shares tender their shares pursuant to the offer. The Board of Directors of MSD also approved the transaction. Avoro Capital Advisors LLC, Holocene Advisors, LP and Darwin Global Management Limited have filed a recommendation statement that they do not intend to tender their shares into the offer as it significantly undervalues Acceleron. As of November 8, 2021, the competition authorities in Germany and Austria cleared the transaction. On November 9, 2021, Avoro reiterates that it will not tender its shares into the Merck Tender Offer as now is not the right time and the price is too low. As of November 16, 2021, approximately 11.98 million shares of Acceleron had been validly tendered, representing approximately 19.6% of Acceleron?s outstanding shares. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the acquisition of Acceleron Pharma Inc. expired on November 16, 2021. MSD commenced the tender offer on October 12, 2021 which will expire on November 10, 2021, unless otherwise extended or earlier terminated. As of October 29, 2021, the tender offer has been extended until November 18, 2021. As of November 17, 2021, the tender offer expiration is extended to November 19, 2021. The transaction is expected to close in the fourth quarter of 2021. Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC acted as financial advisors to Merck in this transaction and Catherine J. Dargan, Michael J. Riella and Emily Leonard of Covington & Burling LLP and Gibson, Dunn & Crutcher LLP as its legal advisors. Centerview Partners LLC and J.P. Morgan Securities LLC were financial advisors and fairness opinion providers to Acceleron Board and?Christopher D. Comeau, Aileen Kim, Renata Ferrari, Marc Rubenstein, Michael McFalls and Leo Arnaboldi of Ropes & Gray LLP acted as legal advisors to Acceleron. Marie L. Gibson and Graham Robinson of Skadden, Arps, Slate, Meagher & Flom LLP represented Centerview Partners LLC and J.P. Morgan Securities LLC in the transaction. Stuart Cable,?James Matarese?and?Blake Liggio of Goodwin Procter LLP acted as legal advisors to Credit Suisse and Goldman Sachs. Innisfree M&A Incorporated acted as information agent and Computershare Trust Company, N.A acted as depository to Acceleron in connection with the offer.