This is significant, because it means that Merck was likely very well-aware of what the true market value for these assets was -- when it bid almost $9.2 billion for them.
That should be reassuring to Merck investors, as they likely do not want say Amgen or Pfizer getting this leg up -- on Rahway. In any event, here's a bit of the tick-tock, from the Schedule 14D-9 filing, of Friday night, dropped into EDGAR -- at the SEC:
. . .On September 23, 2024, Cidara announced that the first subjects were dosed in its Phase 2b NAVIGATE Trial evaluating CD388 for the prevention of seasonal influenza in healthy unvaccinated adults aged 18-64 (the “NAVIGATE Trial”).
On September 29, 2024, representatives of Cidara management had an initial business development discussion in person with Company A in conjunction with a medical conference. Later, on November 19, 2024, Cidara entered into a confidentiality agreement, without a standstill, with Company A.
On October 1, 2024, a representative of Cidara management had an initial business development discussion by video conference with Company B. Cidara entered into a confidentiality agreement, without a standstill, with Company B on June 5, 2025.
On October 9, 2024, a representative of Cidara management had an initial business development discussion by video conference with Company C. On October 16, 2024, Cidara entered into a confidentiality agreement, without a standstill, with Company C.
On October 17, 2024, representatives of Cidara management had an initial business development meeting in person with Company D in connection with the IDWeek 2024 conference. Cidara followed up with Company D after the conference, and Company D entered into a confidentiality agreement, without a standstill, with Cidara on November 6, 2024.
Also on October 17, 2024, representatives of Cidara management met in person with Company C in connection with the same conference.
On October 31, 2024, representatives of Cidara management met by video conference with Company C to review existing preclinical and clinical data for CD388 and development plans.
On November 11, 2024, a representative of Cidara management had an initial business development call with a representative of Merck, following outreach to Merck by a representative of Cidara management.
On November 12, 2024, representatives of Cidara management had an in-person meeting at Company D’s offices to expand on business development discussions relating to CD388 from a clinical, regulatory, manufacturing and commercial perspective. . . .
On December 16, 2024, representatives of Cidara management met by video conference with representatives of Company A management in furtherance of their initial discussions held on September 29, 2024.
On January 14, 2025, representatives of Cidara management had an in person meeting with Company D in conjunction with the JP Morgan Healthcare conference to expand on business development discussions.
On April 14, 2025, representatives of Cidara management met in person with Company A in conjunction with the ESCMID conference to expand on business development discussions and review Cidara’s commercial strategy and supporting market research and analytics.
On April 24, 2025, a representative of Cidara management had an initial business development meeting by video conference with Company E. Later, on August 14, 2025, Company E and Cidara entered into a confidentiality agreement containing a six-month standstill that terminated if Cidara entered into a change of control transaction with a third party.
Also on April 24, 2025, representatives of Cidara management met in person with Company A in connection with the World Vaccine Congress to expand on business development discussions.
On May 8, 2025, Cidara entered into an Open Market Sale AgreementSM with Jefferies LLC (“Jefferies”) to offer and sell, from time to time at Cidara’s sole discretion, Common Shares through Jefferies as sales agent and filed a sales agreement prospectus with the SEC covering the offering, issuance and sale by Cidara of up to a maximum aggregate offering price of $150 million of Common Shares under such agreement (the “ATM Prospectus”). Cidara subsequently suspended and terminated the ATM Prospectus on June 24, 2025.
On May 16, 2025, Cidara entered into a Mutual Confidential Disclosure Agreement with Merck relating to research, development or commercialization of CD388, which did not contain a standstill. This agreement was replaced on November 10, 2025, to permit a possible negotiated transaction between Cidara and Merck, which amendment did not contain a standstill. . . .
Beginning in late May through early July 2025, Cidara provided Company B, Company C, Company D and Merck with access to a virtual data room (“VDR”) containing an overview of chemistry, manufacturing and controls (“CMC”) related information and market research information in advance of the release of the Phase 2b data.
On June 13, 2025, representatives of Cidara management met by video conference with Company B to provide an update on the progress of the CD388 program and prepare for further engagement after the release of Phase 2b data for the NAVIGATE Trial.
On June 23, 2025, Cidara announced positive topline results from the NAVIGATE Trial.
On June 24, 2025, representatives of Cidara management had a meeting by video conference with representatives of Merck to review the Phase 2b data from the NAVIGATE Trial.
On June 25, 2025, a representative of Cidara management had a meeting by video conference with representatives of Company E regarding the release of the Phase 2b data from the NAVIGATE trial. . . .
On July 2, 2025, the Board by unanimous written consent appointed a Transaction Committee of the Board to facilitate and provide guidance to management and the full Board on the process for soliciting and evaluating any partnering or acquisition proposals and reviewing Cidara’s strategic alternatives, including licensing and collaboration transactions, royalty financing, joint ventures and acquisitions, and to make recommendations to the Board on whether to approve any transaction. The Transaction Committee was formed for efficiency and not to address any Board or other potential conflicts. The Transaction Committee was comprised of the following members of the Board: Daniel D. Burgess (Chair), Chrysa Mineo, Josh Resnick, M.D., Theodore R. Schroeder, M.D., Ryan Spencer and Jeffrey Stein, Ph.D (the “Transaction Committee”).
On July 7, 2025, representatives of Cidara management gave a management presentation by video conference to Company D.
On July 10, 2025, at the direction of Cidara management, representatives of Evercore and Goldman Sachs had a telephone call with representatives of Merck to discuss Merck’s preliminary interest in CD388 and next steps. . . .
On the morning of November 8, 2025, Merck submitted a revised proposal to acquire Cidara for $156 per share (the “November 8 Proposal”). The November 8 Proposal indicated that Merck needed to complete CMC due diligence and to negotiate the definitive merger agreement and tender and support agreements, and that signing of the definitive merger agreement could be achieved by November 14.
The same morning, Company F submitted its first proposal to acquire Cidara for $140 per share and requested exclusivity and sent a draft exclusivity agreement. Company F’s proposal indicated that it believed that unnamed key employees of the Cidara team would be instrumental to the continuing success of Cidara’s business as part of Company F. Also that same morning, Company E made an oral offer of $127 per share in cash plus a contingent value right of $13 per share payable upon receipt of FDA marketing approval of CD388. . . .
On November 11, 2025, members of Cidara management had separate due diligence calls with Merck relating to human resources and various financial matters, including Cidara’s operating results for the third quarter of 2025.
The same day, Cidara posted draft disclosure schedules to the VDR.
The same day, Company E submitted a revised bid proposal of $158 per share and a mark-up of the merger agreement. Merck did not revise its $156 per share price indicating that it was waiting to make a best and final offer. Company F submitted a revised proposal of $165 per share and a mark-up of the merger agreement. . . . The Board (without the Recused Director in attendance) then reconvened its meeting with management and representatives of Evercore, Goldman Sachs and Cooley in attendance to consider approval of the proposed transaction with Merck. A representative of Cooley reviewed with the Board its fiduciary duties in the context of approving a change of control of Cidara and key provisions of the Merger Agreement, referencing the summary circulated to the Board. Representatives of Evercore then reviewed Evercore’s financial analyses summarized below under “Opinion of Evercore Group L.L.C.” Thereafter, Evercore rendered an oral opinion, confirmed by delivery of a written opinion dated November 13, 2025, to the effect that, as of such date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Common Share Offer Price to be received by the holders of Common Shares (other than holders of Excluded Shares) in the Offer and the Merger was fair, from a financial point of view, to such holders. Representatives of Goldman Sachs then reviewed Goldman Sachs’ financial analyses summarized below under “Opinion of Goldman Sachs & Co, LLC.” Thereafter, Goldman Sachs rendered an oral opinion, confirmed by delivery of a written opinion dated November 13, 2025 to the Board that, as of that date and based upon and subject to the factors and assumptions set forth therein, the $221.50 per share to be paid to holders (other than Merck or its affiliates) of Common Shares pursuant to the Merger Agreement was fair, from a financial point of view to such holders. A representative of Cooley then reviewed the proposed Board resolutions. After carefully considering the proposed terms of the transaction with Merck, and taking into consideration the matters discussed during the meeting and prior meetings of the Board and Transaction Committee, as further described under the caption “—Reasons for Recommendation”, the Board unanimously (excluding the Recused Director) (a) determined that the Merger Agreement and the Transactions, including the Offer and Merger, are advisable to, and in the best interest of, Cidara and its stockholders, (b) resolved that the Merger will be governed by and effective in accordance with Section 251(h) of the DGCL, (c) authorized and approved the execution, delivery and performance by Cidara of the Merger Agreement and the consummation of Transactions, including the Offer and the Merger, and (d) resolved to recommend that the stockholders of Cidara accept the Offer and tender their Shares to Purchaser pursuant to the Offer. . . .
The rest, as they say. . . is history. And yes, based on decades of experience in these rooms, this is -- in sum -- how it usually progresses. Not any sort of a "one night affair", by any stretch -- and many very well heeled and sophisticated multinational parties see the value of getting control of. . . these assets. Now you know. Onward, grinning. . . .
नमस्ते
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