Silence Therapeutics plc: agrees to be acquired for $20.00 per ADS

What happened

• Silence Therapeutics plc announced on Oct 18, 2026 that it entered into a transaction agreement (the "Transaction Agreement") with Merck KGaA, Darmstadt, Germany (the "Purchaser") under which the Purchaser will acquire the entire issued and to be issued share capital of the Company pursuant to a scheme of arrangement under Part 26 of the U.K. Companies Act 2006.
• The Transaction Agreement provides that, at the effective time of the scheme of arrangement, holders of Company ordinary shares will receive $6.6667 in cash per ordinary share and holders of each Company American depositary share (each a "Company ADS", representing three (3) ordinary shares) will receive $20.00 in cash per Company ADS. The transaction has been recommended by the board of directors.

Key details

• Consideration: $6.6667 per ordinary share and $20.00 per Company ADS (each Company ADS represents three (3) ordinary shares).
• Closing conditions include Company shareholder approvals (majority in number representing not less than 75% in value of members present and voting and related special resolution by members representing not less than 75% of total voting rights at the company GM), expiration/termination of the HSR waiting period, approval or deemed approval under German antitrust laws, sanction of the scheme by the High Court of Justice of England and Wales, absence of a Company material adverse effect, accuracy of reps and warranties and other customary conditions; the transaction is not subject to any financing condition.
• Termination and timing: the Transaction Agreement contains customary termination rights and an End Date of Apr 30, 2027 (with an automatic 5 business day extension in certain circumstances); the Company may owe a termination fee of $13,000,000 in specified circumstances.
• Equity awards: outstanding non-CSOP options will be deemed vested and converted into cash equal to the aggregate number of ADSs underlying the option times the excess, if any, of the Per ADS Consideration over the exercise price; CSOP options are to be deemed exercised prior to the Court's sanction, with exercise price and withholding satisfied by retention from the Per ADS Consideration. Also, certain securityholders holding approximately 14% of the Company’s voting power have entered into voting and support agreements in favor of the transaction.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement relating to the proposed acquisition and scheme of arrangement) and Item 7.01 (Regulation FD disclosure via press release). This filing does not show why the insider traded or why the company acted.