Merck Sharp & Dohme Corp. entered into a definitive agreement to acquire ArQule, Inc. (NasdaqGM:ARQL) for $2.4 billion on December 6, 2019. ArQule and Merck Sharp & Dohme entered into the First Amendment to the Agreement and Plan of Merger on December 17, 2019. Under the terms of the agreement, Merck will initiate a tender offer to acquire all outstanding shares of ArQule at $20 per share in cash. At the effective time, each stock option of ArQule shall be cancelled and converted into the right to receive, a payment in cash equal to the product of the total number of shares subject to such option and the excess, if any, of the merger consideration over the exercise price per share subject to such option. All warrants of ArQule issued to Oxford Finance LLC on January 6, 2017 or February 16, 2018 that are not exercised in accordance with their terms as of immediately prior to the acceptance time shall terminate in accordance with the terms of such warrants. Prior to the effective time, ArQule shall use reasonable best efforts to cause all holders of 2017 ArQule warrants to exercise their respective warrants prior to the effective time. Following the effective time, no holder of any warrant shall have any right hereunder or thereunder to acquire any securities of ArQule or that of Merck Sharp & Dohme Corp. Following the effective time, the electing warrant holders shall be entitled to receive with respect to any exercised 2017 ArQule warrant an equal to the offer price minus the applicable exercise price per share of such warrant. Upon the successful completion of the tender offer, any remaining shares of common stock of ArQule will be cancelled and converted into the right to receive the same $20 per share price payable in the tender offer. On December 17, 2019, Merck Sharp & Dohme Corp commenced the offer. The scheduled expiration of offer is January 15, 2020. Upon completion of the transaction, ArQule will become a wholly owned subsidiary of Merck Sharp & Dohme Corp. ArQule may be required to pay Merck a termination fee equal to $95.3 million in certain specified circumstances. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of ArQule’s outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval or consent under any other applicable Antitrust Law of any Specified Governmental Authority, successful completion of the tender offer as well as regulatory approvals. Certain stockholders holding 8% of the outstanding shares of ArQule have entered into a support agreement pursuant to which each tendering stockholder agreed, among other things, to tender his, her or its shares pursuant to the offer. The Board of Directors of Merck Sharp & Dohme Corp. has approved the transaction. The Board of Directors of ArQule also unanimously approved the transaction and resolved to recommend that the stockholders accept the offer and tender their shares in the offer. The offer and the merger are not subject to any financing or funding condition. On December 31, 2019, the waiting period applicable to the offer under the HSR Act expired and accordingly, the conditions relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. The offer shall remain open until the 20th business day following the commencement of the offer. The transaction is expected to close early in the first quarter of 2020. BofA Securities acted as financial advisor and Catherine Dargan, Michael Riella, Van Ellis, Robert Newman, Mike Labson, Robin Blaney, Ansgar Simon, Drew Fischerand and Kevin Silk of Covington & Burling LLP as legal advisors for Merck Sharp & Dohme Corp. Centerview Partners LLC acted as financial advisor and Graham Robinson, Laura Knoll, Maria Raptis, Regina Olshan, Resa Schlossberg, Moshe Spinowitz and Risa Salins of Skadden, Arps, Slate, Meagher & Flom LLP as legal advisors to ArQule. D.F. King & Co., Inc. acted as information agent for the offer. American Stock Transfer & Trust Company, LLC acted as depository to the offer. ArQule has agreed to pay Centerview an aggregate fee of approximately $40.8 million. Stephen Weissman, Christine M. Ryu-Naya, Paul T. Luther, Michael P. Bodosky and Adam Dawson of Baker Botts LLP legal advisors to Merck & Co. Inc., associated parent of Merck Sharp & Dohme Corp. Merck Sharp & Dohme Corp. completed the acquisition of ArQule, Inc. (NasdaqGM:ARQL) on January 15, 2020. The offer expired on January 15, 2020 and as of the expiration of the offer, 103.39 million shares were validly tendered and not validly withdrawn pursuant to the offer, representing approximately 75.3% of ArQule. The tendered shares satisfied the Minimum Condition. Following the completion of the tender offer, Merck completed the acquisition of ArQule through a merger of Merck’s wholly-owned subsidiary with and into ArQule in which all shares not tendered into the offer were cancelled and converted into the right to receive cash equal to the $20 per share. At the completion of the merger, ArQule became a wholly-owned subsidiary of Merck. The common stock of ArQule will no longer be listed or traded on the NASDAQ Global Select Market. Stephen Weissman, Christine Ryu-Naya, Michael Bodosky, Roxanne Tonnelier, Adam Dawson and Paul Lugard of Baker Botts L.L.P. acted as legal advisor to Merck & Co, parent of Merck Sharp.