Terns Pharmaceuticals, Inc.

SC 14D9/A 1 d42499dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) TERNS PHARMACEUTICALS, INC. (Name of Subject Company) TERNS PHARMACEUTICALS, INC. (Name of Persons Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 880881107 (CUSIP Number of Class of Securities) Amy Burroughs Chief Executive Officer Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City, California 94404 (650) 525-5535 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement) Damien Zoubek Jenny Hochenberg Freshfields US LLP 3 World Trade Center 175 Greenwich Street New York, NY 10007 (212) 277-4000 Caryn McDowell Chief Legal Officer and Corporate Secretary Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City, California 94404 (650) 525-5535 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Amendment No. 1 (this “ Amendment ”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as it may be further amended or supplemented from time to time, the “ Solicitation/Recommendation Statement ”) previously filed by Terns Pharmaceuticals, Inc., a Delaware corporation (“ Terns ”), with the Securities and Exchange Commission (the “ SEC ”) on April 7, 2026, relating to the tender offer made by Thailand Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Merck Sharp & Dohme LLC, a New Jersey limited liability company (“ Merck ”), pursuant to the Agreement and Plan of Merger, dated as of March 24, 2026, (as it may be amended or supplemented from time to time, the “ Merger Agreement ”), by and among Terns, Merck and Purchaser, to acquire all of the issued and outstanding shares of common stock of Terns, par value $0.0001 per share (the “ Shares ”), at a price of $53.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 7, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ” and, together with the Offer to Purchase, the “ Offer ”). The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Solicitation/Recommendation Statement, respectively, and are incorporated therein by reference. The Offer is described in a Tender Offer Statement filed jointly by Merck & Co., Inc. (“ Merck Parent ”), Merck and Purchaser with the SEC (the “ Schedule TO ”). Except as otherwise set forth in this Amendment, the information set forth in the Solicitation/Recommendation Statement remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment is being filed to reflect certain updates as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Solicitation/Recommendation Statement, and references to page numbers below are reference to the relevant pages of the Solicitation/Recommendation Statement before giving effect to the modifications thereto as set forth in this Amendment. Explanatory Note This Amendment is being filed to reflect certain amendments and updates to Item 4 and Item 8 of the Solicitation/Recommendation Statement. The supplemental information provided in this Amendment should be read in conjunction with the Solicitation/Recommendation Statement in its entirety. Terns believes that the allegations in the Williams Complaint and the Demands (each as defined below) lack merit, that no such supplemental disclosure in Item 4 below is required under applicable laws and that the Solicitation/Recommendation Statement disclosed all material information required to be disclosed therein. However, to avoid the risk that lawsuits may delay or otherwise adversely affect the Offer and to minimize the expense of defending such actions, without admitting any liability or wrongdoing, Terns wishes to voluntarily make certain supplemental disclosures related to the Offer, all of which are set forth in Item 4 below and should be read in conjunction with the Solicitation/Recommendation Statement. Nothing in such supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth in Item 4. Additional complaints may be filed against Terns, the Board, Merck and/or Purchaser in connection with the Transactions, the Schedule TO and the Solicitation/Recommendation Statement. If such additional complaints are filed, absent new or different allegations that are material, Terns, Merck and Purchaser will not necessarily announce such additional complaints. Item 4. The Solicitation or Recommendation Item 4 of the Solicitation/Recommendation Statement is hereby amended and supplemented as follows: 1. By adding the bold and underlined language below to the first full paragraph on page 17 under the section captioned “—Background of the Offer and the Merger”: On December 24, 2025, the Board, by unanimous written consent, formed a Transaction Committee, comprised of David Fellows, Jeffrey Kindler and Heather Turner for efficiency purposes to provide oversight and guidance with respect to Terns’ evaluation of a possible sale or other strategic transactions involving Terns. The Transaction Committee was not established on account of any actual or perceived conflicts of interest. The Transaction Committee was authorized and empowered to engage in the evaluation of and discussions with potential acquirers in connection with a potential sale of Terns, subject to ultimate approval by the Board, and has not subsequently been disbanded. The members of the Transaction Committee were not paid any compensation in connection with their service on the Transaction Committee. 2. By adding the bold and underlined language below to the sixth full paragraph on page 20 under the section captioned “—Background of the Offer and the Merger”: On February 5, 2026, Merck submitted a non-binding proposal to acquire 100% of Terns’ fully diluted equity interests at an all-cash purchase price of $61.00 per Share (the “ Merck February 5th Proposal ”). The Merck February 5 th Proposal mentioned Merck’s belief in retaining Terns’ team, but included no specific proposals with respect to the retention of any specific employees. No individual retention or employment arrangements with respect to Ms. Burroughs or any other member of Terns management were subsequently discussed with Merck prior to execution of the Merger Agreement. Prior to the submission of the Merck February 5th Proposal, a representative of Merck had a call with Ms. Burroughs to preview its contents. During the call, Ms. Burroughs and the representative of Merck discussed certain of Merck’s due diligence requirements. Following the conversation between Ms. Burroughs and the representative of Merck, a representative of Centerview also had a call with a representative of Merck in connection with the Merck February 5th Proposal, during which the representative of Centerview emphasized the importance of Merck moving quickly. 3. By adding the bold and underlined language below to the fifth full paragraph on page 25 under the section captioned “—Background of the Offer and the Merger”: On March 18, 2026, Merck submitted a revised non-binding proposal to acquire 100% of Terns’ fully diluted equity interests at an all-cash purchase price of $50.00 per Share