Merck & Co., Inc. (NYSE:MRK) signed a definitive agreement to acquire Peloton Therapeutics, Inc. from The Column Group LLC for $2.2 billion on May 21, 2019. As part of the acquisition, Merck will acquire all outstanding shares of Peloton in exchange for an upfront payment of $1.05 billion in cash. In addition, Peloton shareholders will be eligible to receive a further $1.15 billion contingent upon successful achievement of future regulatory and sales milestones for certain candidates. The closing will be subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is expected to close in the third quarter of 2019. FY 2019 GAAP EPS of Merck & Co., Inc. ranges between $3.78 and $3.88, reflecting charge related to the acquisition of Peloton Therapeutics.

Catherine J. Dargan, Patrick E. Manchester, Andrew (Drew) Fischer, John Knight, Robert Newman, Erika Skougard, Emily I. Leonard, Asher Hodes, Ansgar A. Simon, Jon Endean, Michael S. Labson, Anna Zhao, Heather G. Haberl, Edward (Ned) Dix, Einar Stole, Jessica S. Milner, Daniel P. Cooper and Marty Myers of Covington & Burling LLP acted as legal advisors and Credit Suisse acted as financial advisor to Merck. Robert Ishii, Kenneth Clark, Tony Jeffries, Jennifer Knapp, Brendan Mahan, Katie Dahlinghaus, Merritt Steele, Miranda Biven, Matt Wiltermuth, Alex Key, Karen Wong, Frank Yang, Brandon Gantus, Matthew Norgard, Myra Sutanto Shen, and Ben Labow of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors and Centerview Partners LLC as financial advisor to Peloton.