Merck (NYSE:MRK), known as MSD outside the United States and
Canada, announced today the final results of the previously
announced offers to purchase (collectively, the “Offers”) any and
all of the outstanding notes listed in the table below
(collectively, the “Notes”). On Nov. 6, 2017, Merck commenced the
Offers in accordance with the terms and conditions set forth in the
Offer to Purchase, dated Nov. 6, 2017 (the “Offer to Purchase”).
The Offers expired at 5:00 p.m., New York City time, on Nov. 13,
2017 (the “Expiration Time”).
The total principal amount of Notes tendered and accepted for
purchase pursuant to the Offers was approximately $584.7 million,
exclusive of Notes tendered pursuant to the Guaranteed Delivery
Procedures (as defined in the Offer to Purchase). The aggregate
Total Consideration (as defined in the Offer to Purchase),
excluding accrued and unpaid interest, to be paid in respect of all
Notes accepted for purchase pursuant to the Offers will be
approximately $800.0 million.
Merck was advised by the tender agent and information agent for
the Offers that, as of the Expiration Time, the aggregate principal
amount of each series of Notes specified in the table below was
validly tendered and not withdrawn at or prior to the Expiration
Time.
Title of Notes
CUSIPNumber
PrincipalAmountOutstanding
PrincipalAmountTendered
and Accepted
Aggregate
TotalConsideration(1)
6.55% Senior Notes due 2037 806605AH4
$524,052,000 $156,353,000
$226,431,978 5.85% Notes due 2039 589331AQ0
$418,907,000 $146,509,000 $199,262,496 6.50% Senior Notes due 2033
806605AG6 $717,611,000 $65,917,000 $91,836,883 5.95% Debentures due
2028 589331AE7 $357,745,000 $49,463,000 $63,865,636 5.75% Notes due
2036 589331AM9 $372,130,000 $31,323,000 $41,726,308 6.40%
Debentures due 2028 589331AD9 $326,507,000 $75,724,000 $99,898,887
6.30% Debentures due 2026 589331AC1 $153,077,000 $18,015,000
$22,558,923 5.76% Notes due 2037 58933NAL3 $79,132,000 $41,401,000
$54,397,188
______________________
(1) For each series of Notes, the aggregate Total Consideration,
excluding accrued and unpaid interest, to be paid in respect of all
Notes of such series accepted for purchase. Amounts rounded to the
nearest dollar.
The Offers were each subject to the terms and conditions set
forth in the Offer to Purchase. Each of the conditions to the
Offers have been satisfied, and Merck accepted for payment all
Notes of each series validly tendered and not validly withdrawn at
or prior to the Expiration Time.
Payment for the Notes accepted pursuant to the Offers will be
made on the expected settlement date, Nov. 15, 2017 (the
“Settlement Date”). The applicable purchase price for each series
of Notes will be paid together with accrued and unpaid interest
from, and including, the last interest payment date for such series
of Notes to, but excluding, the Settlement Date.
BofA Merrill Lynch is acting as dealer manager (the “Dealer
Manager”) for the Offers. Questions regarding terms and conditions
of the Offers should be directed to BofA Merrill Lynch at (888)
292-0070 (toll-free) or (980) 387-3907 (collect).
Global Bondholder Services Corporation is serving as the
Information Agent and the Tender Agent for the Offers. Questions or
requests for assistance related to the Offers or for additional
copies of the Offer to Purchase may be directed to Global
Bondholder Services Corporation at (866) 470-3800 (toll free) or
(212) 430-3774 (collect). You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offers. The Offer to Purchase can be accessed at the
following link: http://www.gbsc-usa.com/Merck/.
This press release is for informational purposes only. This
press release is not an offer to purchase or a solicitation of an
offer to purchase any Notes. The Offers were made solely pursuant
to the Offer to Purchase. The Offers were not made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offers to be made by a
licensed broker or dealer, the Offers are deemed to have been made
on behalf of Merck by the Dealer Manager or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
About Merck
For more than a century, Merck, a leading global
biopharmaceutical company known as MSD outside of the United States
and Canada, has been inventing for life, bringing forward medicines
and vaccines for many of the world’s most challenging diseases.
Through our prescription medicines, vaccines, biologic therapies
and animal health products, we work with customers and operate in
more than 140 countries to deliver innovative health solutions. We
also demonstrate our commitment to increasing access to health care
through far-reaching policies, programs and partnerships. Today,
Merck continues to be at the forefront of research to advance the
prevention and treatment of diseases that threaten people and
communities around the world - including cancer, cardio-metabolic
diseases, emerging animal diseases, Alzheimer’s disease and
infectious diseases including HIV and Ebola. For more information,
visit www.merck.com and connect with us on Twitter, Facebook,
Instagram, YouTube and LinkedIn.
Forward-Looking Statement of Merck & Co., Inc.,
Kenilworth, N.J., USA
This news release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Such statements
may include, but are not limited to, Merck’s ability to complete
the offering. These statements are based upon the current beliefs
and expectations of Merck’s management and are subject to
significant risks and uncertainties. If underlying assumptions
prove inaccurate or risks or uncertainties materialize, actual
results may differ materially from those set forth in the
forward-looking statements.
Risks and uncertainties include but are not limited to, general
industry conditions and competition; general economic factors,
including interest rate and currency exchange rate fluctuations;
the impact of pharmaceutical industry regulation and health care
legislation in the United States and internationally; global trends
toward health care cost containment; technological advances, new
products and patents attained by competitors; challenges inherent
in new product development, including obtaining regulatory
approval; the company’s ability to accurately predict future market
conditions; manufacturing difficulties or delays; financial
instability of international economies and sovereign risk;
dependence on the effectiveness of the company’s patents and other
protections for innovative products; and the exposure to
litigation, including patent litigation, and/or regulatory
actions.
Merck undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additional factors that could cause
results to differ materially from those described in the
forward-looking statements can be found in Merck’s 2016 Annual
Report on Form 10-K and the company’s other filings with the SEC
available at the SEC’s Internet site (www.sec.gov).
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version on businesswire.com: http://www.businesswire.com/news/home/20171114005559/en/
MerckMedia:Claire Gillespie, 267-305-0932orInvestors:Amy Klug,
908-740-1898
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