Merck Sharp & Dohme LLC entered into an agreement to acquire Harpoon Therapeutics, Inc. (NasdaqCM:HARP) for $410 million on January 7, 2024. Under the terms of the agreement, Merck, will acquire all outstanding shares of Harpoon Therapeutics, Inc. for a price per share of $23 in cash. As a result of the Merger, Harpoon will cease to be a publicly traded company and will become a wholly owned subsidiary of Merck. As soon as reasonably practicable following the consummation of the Merger, the Company Shares will cease trading on and be delisted from Nasdaq and will be deregistered under the Exchange Act, and Harpoon will no longer be required to file periodic reports with the SEC. Upon termination of the agreement under certain specified circumstances, Harpoon Therapeutic would be required to pay Merck a termination fee of $23.86 million.

The board of directors of Harpoon has unanimously approved the transaction. The board of directors of Merck Sharp & Dohme has approved the transaction. The transaction is subject to certain conditions, including approval of the merger by Harpoon?s stockholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. Harpoon Therapeutics shareholders will hold a meeting on March 8, 2024 to approve the transaction. The HSR Waiting Period expired at 11:59 p.m., Eastern Time, on February 21, 2024. As of March 8, 2024, Harpoon's shareholder's approval received. The transaction is expected to close in the first half of 2024.

Catherine J. Dargan, Andrew M. Fischer and Michael J. Riella of Covington & Burling LLP acted as its legal advisor and Evercore Group L.L.C. acted as financial advisor to Merck. Stuart M. Cable, Lisa R. Haddad, Jean A. Lee, Amanda Gill, Maggie L. Wong, Marianne C. Sarrazin, Alex Apostolopoulos, Arman Oruc, Jacob R. Osborn, Christopher J. Denn, Julie Tibbets, Nathan J. Brodeur, Jacqueline Klosek, Lore Leitner, Robert M. Hale, Alexandra S. Denniston, Andrew C. Sucoff, Matt Wetzel, Deborah S. Birnbach, Alicia Tschirhart, Simone Waterbury, Brian H. Mukherjee and Christina Ademola of Goodwin Procter LLP acted as legal advisor and Centerview Partners LLC acted as financial advisor and fairness opinion provider to Harpoon and will receive a fee of approximately $22.5 million, $1 million of which was payable upon the rendering of Centerview?s opinion. Mackenzie Partners, Inc. acted as information agent to Harpoon Therapeutics and will receive a fee of $18,500 for its service. Computershare Trust Company, N.A. acted as transfer agent to Harpoon. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Harpoon Therapeutics, Inc.

Merck Sharp & Dohme LLC completed the acquisition of Harpoon Therapeutics, Inc. (NasdaqCM:HARP) on March 11, 2024.