Merck Recommends Rejection of TRC Capital’s “Mini-Tender” Offer
March 20 2020 - 5:01PM
Business Wire
Merck & Co., Inc. (NYSE:MRK), known as MSD outside the
United States and Canada, has been notified that TRC Capital
Investment Corporation (TRC Capital) has commenced an unsolicited
“mini-tender” offer, dated March 26, 2020, to purchase up to
1,500,000 shares of Merck common stock at $73.35 per share. The
offer price is approximately 4.4% below the closing price of the
Merck common stock on March 13, 2020 ($76.75), the last trading day
before the date of the offer, but approximately 2.8% above the
closing price of the Merck common stock today March 20, 2020
($71.36).
Merck does not endorse TRC Capital’s offer and recommends that
Merck shareholders reject the offer and not tender their shares in
response to TRC Capital’s unsolicited mini-tender offer. This
mini-tender offer is at a price below the closing price for Merck’s
shares (as of the day prior to the offer) and is subject to
numerous conditions, including TRC Capital’s ability to obtain
financing, there being no decrease to the market price of the Merck
common stock since March 16, 2020, and no material worsening of the
COVID-19 pandemic since March 13, 2020. Merck is not associated in
any way with TRC Capital, its mini-tender offer or the offer
documentation.
TRC Capital has made similar, unsolicited mini-tender offers for
shares of other publicly traded companies. Mini-tender offers seek
to acquire less than five percent of a company's outstanding
shares. This lets the offering company avoid many of the disclosure
and procedural requirements the U.S. Securities and Exchange
Commission (SEC) requires for tender offers. As a result,
mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under the U.S.
federal securities laws.
On its website, the SEC advises that the people behind mini
tender-offers “frequently use mini-tender offers to catch
shareholders off guard” and that investors “may end up selling at
below-market prices.” The SEC's website also contains important
tips for investors regarding mini-tender offers.
Like TRC Capital’s other offers, this one puts individual
investors at risk because they may sell their shares at a discount
without so realizing. Merck urges shareholders to obtain current
stock quotes for their shares of Merck common stock, review the
terms and conditions to the offer, consult with their broker or
financial adviser and exercise caution with respect to TRC
Capital’s mini-tender offer.
Merck shareholders who have already tendered are advised that
they may withdraw their shares by providing the written notice
described in the TRC Capital offering documents prior to the
expiration of the offer, which is currently scheduled at 12:01 a.m.
New York City time on Wednesday, April 15, 2020.
Merck encourages brokers, dealers, and other investors to review
the SEC’s letter regarding broker-dealer mini-tender offer
dissemination and disclosure.
Merck requests that a copy of this news release be included with
all distribution of materials related to TRC Capital’s offer for
shares of Merck common stock.
About Merck
For more than 125 years, Merck, 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 in pursuit of our mission to save and improve
lives. We demonstrate our commitment to patients and population
health by increasing access to health care through far-reaching
policies, programs and partnerships. Today, Merck continues to be
at the forefront of research to prevent and treat diseases that
threaten people and animals – including cancer, infectious diseases
such as HIV and Ebola, and emerging animal diseases – as we aspire
to be the premier research-intensive biopharmaceutical company in
the world. For more information, visit www.merck.com and connect
with us on Twitter, Facebook, Instagram, YouTube and LinkedIn.
Forward-Looking Statement
This news release of Merck may include “forward-looking
statements.” 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 the recent global outbreak of novel coronavirus
disease (COVID-19); 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; Merck’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, except as may be required by law.
Additional factors that could cause results to differ materially
from those described in the forward-looking statements can be found
in Merck’s 2019 Annual Report on Form 10-K and Merck’s other
filings with the Securities and Exchange Commission (SEC) available
at the SEC’s Internet site (www.sec.gov).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200320005578/en/
Media: Jennifer Mauer (908) 740-1801
Investors: Peter Dannenbaum (908) 740-1037
Michael DeCarbo (908) 740-1807
Merck (NYSE:MRK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Merck (NYSE:MRK)
Historical Stock Chart
From Apr 2023 to Apr 2024