Merck Sharp & Dohme Corp. entered into a definitive agreement to acquire Imago BioSciences, Inc. (NasdaqGS:IMGO) for $1.2 billion on November 19, 2022. Merck & Co will acquire Imago for $36 per share in cash. The Offer shall expire at one minute after 11:59 p.m., Eastern time on the date that is 20 Business Days after the commencement of the Offer. Imago will be obligated to pay a termination fee of $47.1 million to Merck in certain customary circumstances. The tender offer commenced on December 12, 2022, and will expire on January 10, 2022. The tender offer closed on January 10, 2023, in which, 31,307,028 shares of common stock of Imago were validly tendered and not withdrawn from the tender offer, representing approximately 89.2% of the total number of Imago's outstanding shares. All shares not tendered into the offer will be cancelled and converted into the right to receive cash equal to the $36 offer price per share. After the completion of the merger, Imago will become a wholly owned subsidiary of Merck and the common stock of Imago will no longer be listed or traded on the Nasdaq Global Market.

The consummation of the Offer is also conditioned on: (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and (ii) the tender of shares representing at least a majority of the total number of Imago's outstanding shares, at least one Share more than 50% of the number of Shares then issued and outstanding being tendered other customary conditions. The Board of Directors of Imago BioSciences has unanimously (i) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the Offer and the Merger, and (ii) agreed to recommend that the Imago stockholders accept the Offer and tender their shares of Company common stock pursuant to the Offer, subject to customary exceptions allowing for the exercise of the fiduciary duties of the Board of Directors of the Company under applicable law. The Board of Managers of Merck has approved this agreement. The transaction is expected to close in the first quarter of 2023. The transaction is expected to close on January 11, 2023, once all shares not tendered into the offer will be cancelled and converted into the right to receive cash equal to the $36.

Saee Muzumdar of Gibson, Dunn & Crutcher LLP served as legal advisor to Merck. Benjamin A. Potter, Luke J. Bergstrom, Max Schleusener, Katharine Moir, Liz Richards, Betty Pang, Jekkie Kim, Judith Hasko, Heather Deixler, Mandy Reeves, Josh Holian, Julia Thompson, Shagufa Hossain, Jay Metz, Matt Salerno and Dean Baxtresser of Latham & Watkins LLP served as legal advisors to Imago. Morgan Stanley & Co. LLC acted as financial advisor to Merck in this transaction. Centerview Partners LLC acted as financial advisor to Imago. Innisfree M&A Inc. acted as information agent American Stock Transfer & Trust Company, LLC acted as depository to Merck Sharp & Dohme for the offer.

Merck Sharp & Dohme Corp. completed the acquisition of Imago BioSciences, Inc. (NasdaqGS:IMGO) on January 11, 2023. At the effective time of the merger Shares not purchased pursuant to the Offer (other than certain excluded Shares as described in the Merger Agreement) were converted into the right to receive the Offer Price in cash.