CAMBRIDGE, Mass., Oct. 13, 2017 /PRNewswire/ -- Merrimack
Pharmaceuticals (NASDAQ: MACK) (the "Company" or "Merrimack") today
announced that it has commenced a tender offer (the "Tender Offer")
to purchase any and all of its $25,031,000 aggregate principal amount of
outstanding 4.50% Convertible Senior Notes due 2020 (CUSIP No.
590328AA8; ISIN No. US590328AA86) (the "Notes"), which amount
reflects the consummation of the purchase of the Notes from the
Settlement Noteholders (as defined herein) pursuant to the
Settlement Agreement (as defined herein). The Company agreed to
conduct the Tender Offer in connection with the settlement
agreement (the "Settlement Agreement") that it entered into on
October 6, 2017 with Wolverine
Flagship Fund Trading Limited, 1992 MSF International Ltd. and 1992
Tactical Credit Master Fund, L.P. (collectively, the "Settlement
Noteholders") and Wells Fargo Bank, National Association (the
"Trustee") to resolve the lawsuit pending in the Court of Chancery
in the State of Delaware captioned
Wells Fargo Bank, N.A., et al. v. Merrimack Pharmaceuticals,
Inc., C.A. No. 2017-0199-JTL filed by the Settlement
Noteholders and the Trustee. Pursuant to the Settlement Agreement,
the Company purchased the $35,760,000
aggregate principal amount of Notes owned by the Settlement
Noteholders for $32,528,190 in cash,
which represents (a) $900.00 per
$1,000 principal amount of Notes held
by the Settlement Noteholders, plus (b) accrued and unpaid interest
on the Notes held by the Settlement Noteholders through
October 2, 2017.
Upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase, dated October
13, 2017 (the "Offer to Purchase"), and the related Letter
of Transmittal, the Company is offering to pay, for cash, an amount
equal to $900.00 per $1,000 principal amount of Notes purchased (the
"Purchase Price"), plus accrued and unpaid interest to, but not
including, the date of purchase. The Tender Offer will expire at
12:01 a.m., New York City time, on November 10, 2017, or any other date and time to
which the Company extends such Tender Offer (such date and time, as
it may be extended, the "Expiration Date"), unless earlier
terminated.
The Tender Offer is subject to the satisfaction or waiver, in
the Company's sole discretion, of certain conditions, as described
in the Offer to Purchase. The Tender Offer is not conditioned upon
a minimum amount of Notes being tendered and is not conditioned
upon the receipt of financing. Subject to applicable law and the
Settlement Agreement, the Company may extend or terminate the
Tender Offer in its sole discretion.
Tendered Notes may be validly withdrawn from the Tender Offer at
any time at or prior to the Expiration Date.
For Notes that have been validly tendered at or prior to the
Expiration Date and that are accepted for purchase pursuant to the
Tender Offer, settlement will occur within three business days
following the Expiration Date, assuming the conditions to the
Tender Offer have been either satisfied or waived by the Company at
or prior to the Expiration Date as further described in the Offer
to Purchase. Accrued and unpaid interest on the Notes, if any, from
July 15, 2017, up to, but not
including, the settlement date, will also be paid in cash on all
Notes purchased in the Tender Offer.
This announcement does not contain the full terms and conditions
of the Tender Offer. The complete terms and conditions of the
Tender Offer are set forth in the Offer to Purchase and related
Letter of Transmittal that are being sent to holders of the Notes.
Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the Information Agent for the Tender Offer, Global
Bondholder Services Corporation, at (212) 430-3774 (US toll-free)
or (866) 470-4200 (collect).
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any of the Company's outstanding 4.50% Convertible Senior Notes due
2020. The Tender Offer will be made solely pursuant to the Offer to
Purchase, the Letter of Transmittal and related materials, as they
may be amended or supplemented. Holders should read the Company's
commencement Tender Offer statement on Schedule TO filed with the
Securities and Exchange Commission (SEC) in connection with the
Tender Offer, which will include as exhibits the Offer to Purchase,
the Letter of Transmittal and related materials, as well as any
amendments or supplements to the Schedule TO when they become
available, because they will contain important information. Each of
these documents will be filed with the SEC, and, when available,
holders may obtain them for free from the SEC at its website
(www.sec.gov) or from the Company's information agent in connection
with the Tender Offer.
About Merrimack
Merrimack is a biopharmaceutical
company based in Cambridge,
Massachusetts that is outthinking cancer to ensure that
patients and their families live fulfilling lives. Its mission is
to transform cancer care through the smart design and development
of targeted solutions based on a deep understanding of cancer
pathways and biological markers. All of Merrimack's product
candidates, including three in clinical studies and several others
in preclinical development, fit into its strategy of 1)
understanding the biological problems it is trying to solve, 2)
designing specific solutions and 3) developing those solutions for
biomarker-selected patients. This three-pronged strategy seeks to
ensure optimal patient outcomes. For more information, please visit
Merrimack's website at www.merrimack.com.
Forward Looking Statements
To the extent that
statements contained in this press release are not descriptions of
historical facts, they are forward-looking statements reflecting
the current beliefs and expectations of management made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. Forward-looking statements include
any statements about Merrimack's strategy, future operations,
future financial position, future revenues and future expectations
and plans and prospects for Merrimack, and any other statements
containing the words "anticipate," "believe," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "target,"
"potential," "will," "would," "could," "should," "continue" and
similar expressions. In this press release, Merrimack's
forward-looking statements include, among others, statements about
the timing of the Tender Offer, including the settlement thereof,
and the satisfaction of the conditions to the Tender Offer.
Such forward-looking statements involve substantial risks and
uncertainties that could cause Merrimack's clinical development
programs, future results, performance or achievements to differ
significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include,
among others, the uncertainties inherent in the initiation of
future clinical trials, availability of data from ongoing clinical
trials, expectations for regulatory approvals, development progress
of Merrimack's companion diagnostics, availability of funding
sufficient for Merrimack's foreseeable and unforeseeable operating
expenses and capital expenditure requirements, and other matters
that could affect the availability or commercial potential of
Merrimack's product candidates or companion diagnostics. Merrimack
undertakes no obligation to update or revise any forward-looking
statements. Forward-looking statements should not be relied upon as
representing Merrimack's views as of any date subsequent to the
date hereof. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to Merrimack's business in general, see the "Risk Factors"
section of Merrimack's Quarterly Report on Form 10-Q filed with the
SEC on August 9, 2017 and the other
reports Merrimack files with the SEC.
Contact:
Geoffrey
Grande, CFA
617-441-7602
ggrande@merrimack.com
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SOURCE Merrimack Pharmaceuticals