SpringWorks Therapeutics, Inc. Files Form 8-K with SEC on Proposed Merger with Merck KGaA

Strategic Insights -

SpringWorks Therapeutics, Inc. has announced a significant development in its operations, filing a Current Report (Form 8-K) with the U.S. Securities and Exchange Commission (SEC) on July 16, 2025. This report pertains to the proposed merger between SpringWorks and Merck KGaA, Darmstadt, Germany, with Merger Sub, a wholly owned subsidiary of Merck KGaA, acquiring SpringWorks. The proposed transaction has been subject to regulatory approvals and stockholder approvals.

The Merger Agreement was approved by the board of directors of SpringWorks on April 27, 2025. The completion of the merger is pending satisfaction of customary closing conditions, including the expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the approval by the Bundeskartellamt under the German Act Against Restraints of Competition.

The Bundeskartellamt approved the Merger on May 20, 2025, and the waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on June 13, 2025.

Key Takeaways:

  • The proposed merger between SpringWorks and Merck KGaA is subject to regulatory approvals and stockholder approvals.
  • The Merger Agreement was approved by the board of directors of SpringWorks on April 27, 2025.
  • The completion of the merger is pending satisfaction of customary closing conditions.
  • The Bundeskartellamt approved the Merger on May 20, 2025.
  • The waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on June 13, 2025.
  • The merger is expected to be consummated by the second half of 2025.
  • SpringWorks has mailed or otherwise made available to its securityholders a proxy statement relating to the special meeting of its stockholders to consider the proposed transaction.
  • Investors and securityholders are urged to read the proxy statement and any other relevant materials filed or that will be filed with the SEC.

Statistics:

  • The Merger Agreement was approved by the board of directors of SpringWorks on April 27, 2025.
  • The Bundeskartellamt approved the Merger on May 20, 2025.
  • The waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on June 13, 2025.
  • The merger is expected to be consummated by the second half of 2025.

Sources:

  • United States Securities and Exchange Commission (SEC) - FORM 8-K (Current Report)
  • SpringWorks Therapeutics, Inc. - Proxy Statement on Schedule 14A