Merck & Co., Inc. (“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 Oct. 6, 2014, Merck commenced
the Offers in accordance with the terms and conditions set forth in
the Offer to Purchase, dated Oct. 6, 2014 (the “Offer to
Purchase”). The Offers expired at 5:00 p.m., New York City time,
yesterday, on Oct. 14, 2014 (the “Expiration Time”).
The total principal amount of Notes tendered and accepted for
purchase pursuant to the Offers was approximately $1.8 billion.
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the table below was validly tendered and not withdrawn at or prior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.
Principal Principal
CUSIP Amount Amount Aggregate Total
Title of Notes Number
Outstanding Tendered and Accepted
Consideration(1) 6.30% Debentures due 2026 589331AC1
$250,000,000 $96,923,000 $129,669,405 6.40% Debentures due 2028
589331AD9 $500,000,000 $173,493,000 $236,395,008 5.95% Debentures
due 2028 589331AE7 $500,000,000 $142,255,000 $189,907,185 6.50%
Senior Notes due 2033 806605AG6 $1,150,000,000 $432,389,000
$616,004,910 5.75% Notes due 2036 589331AM9 $500,000,000
$127,870,000 $171,679,328 5.76% Notes due 2037 58933NAL3
$112,947,000 $33,815,000 $44,687,537 6.55% Senior Notes due 2037
806605AH4 $1,000,000,000 $475,948,000 $678,701,055 5.85% Notes due
2039 589331AQ0 $750,000,000 $331,093,000 $445,642,073
(1) For each series of Notes, the aggregate total consideration
(the applicable purchase price 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 (as
defined below)) 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,
including an offering closing condition in connection with the New
Offering described below, set forth in the Offer to Purchase. Merck
accepted for payment all Notes of each series validly tendered and
not validly withdrawn at or prior to the Expiration Time. The
Company expects to record a GAAP-only pre-tax charge of
approximately $700 million in the fourth quarter of 2014 in
connection with the Offers.
Payment for the Notes accepted pursuant to the Offers will be
made on the expected settlement date, today, Oct. 15, 2014 (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.
Merck expects to fund the purchase of the Notes tendered from
proceeds received in a new financing transaction for
Euro-denominated senior unsecured notes (the “New Offering”).
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
acted as lead dealer managers (collectively, the “Dealer
Managers”). Global Bondholder Services Corporation served as the
tender agent and information agent for the Offers. Questions
regarding the Offers should be directed to Citigroup Global Markets
Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or
J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212)
834-4811 (collect). Any questions regarding procedures for
tendering Notes or for documents relating to the offer should be
directed to Global Bondholder Services Corporation at (866)
470-4200.
This press release is for informational purposes only. This
press release does not constitute an offer to purchase or a
solicitation of an offer to sell the securities described herein,
nor shall there be any purchase of these securities in any state or
jurisdiction in which such an offer, solicitation or purchase would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Offers were made only
pursuant to the Offer to Purchase. 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 will be deemed to be made on
behalf of Merck by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
In addition, this announcement is not an offer to sell or the
solicitation of an offer to buy with respect to any securities
issued in the New Offering nor shall there be any sale of the
securities issued in the New Offering in any state in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Merck’s New Offering was made pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission (the “SEC”). Interested parties should read the
prospectus in that registration statement, the preliminary
prospectus supplement for the New Offering and the other documents
that Merck has filed with the SEC that are incorporated by
reference into the preliminary prospectus supplement for more
complete information about Merck and the New Offering. These
documents are available at no charge by visiting EDGAR on the SEC
Web site at www.sec.gov.
About Merck
Today’s Merck is a global healthcare leader working to help the
world be well. Merck is known as MSD outside the United States and
Canada. 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 healthcare through far-reaching policies, programs and
partnerships.
Merck Forward-Looking Statement
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; 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 Merck’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 2013 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).
Merck & Co., Inc.Media:Steve Cragle, (908) 423-3461Lainie
Keller, (908) 236-5036orInvestors:Joe Romanelli, (908)
423-5185Justin Holko, (908) 423-5088
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