JPM | US Special Situations Daily: July 07, 2026: Merger Arbitrage • Pre-Announced • Spin-offs • Event Driven

研报英文原文证据摘录

JPM | US Special Situations Daily: July 07, 2026: Merger Arbitrage • Pre-Announced • Spin-offs • Event Driven

nder the Tax Matters

Agreement (it being acknowledged and agreed that no Remedial Action with respect to the Company or any other

Company Entity shall require the consent of RemainCo under the Tax Matters Agreement).

• CRNX/VRTX: Vertex will acquire Crinetics

• Terms: $85.00 per share in cash

• Deal value: ~$10.0B total equity value, or ~$8.8B net of estimated cash acquired.

• Premium: 102% premium to today’s close

• Closing: Anticipated Q3 2026 (Will use 9/30)

• Financing: Vertex expects to finance with a combination of cash on hand and debt, supported by $4.5B fully committed

bridge financing from Bank of America, N.A. and Morgan Stanley Senior Funding, Inc.

• Approvals: Transaction unanimously approved by both boards; closing is subject to regulatory approvals and approval by

Crinetics shareholders

• Strategic Rationale: Add Crinetics’ commercialized and Phase 3 endocrinology assets (PALSONIFY and atumelnant) to

expand Vertex’s portfolio, accelerate revenue growth, enhance long-term earnings profile, and pursue a combined >~$5B

peak sales opportunity, leveraging Vertex’s commercialization experience in rare diseases.

• J.P. Morgan Securities LLC is acting as financial advisors to Crinetics

• CRNX/VRTX: Merger agreement summary:

• Approvals: Approval by holders of at least a majority of the outstanding Shares of CRNX, HSR and the applicable

requirements of any other Antitrust Laws

• Filing dates: Prelim proxy and HSR to be filed within 10 business days (July 20, 2026).

• Termination date: January 6, 2027, which can be extended to April 6, 2027.

• Termination fee is $350,474,425

• Confidentiality Agreement: Sugned April 26, 2026