Merck & Co., Inc. (NYSE: MRK), known as MSD outside the
United States and Canada, announced today the pricing 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”). The Offers are being made upon,
and are subject to, the terms and conditions set forth in the Offer
to Purchase, dated Nov. 6, 2017 (the “Offer to Purchase”).
The following table sets forth some of the terms of the Offers,
which are more fully set out in the Offer to Purchase, and includes
the applicable Total Consideration (as defined in the Offer to
Purchase) for each $1,000 principal amount of each series of Notes
validly tendered and not validly withdrawn. The calculation of the
Total Consideration for each series of Notes assumes a settlement
date of Nov. 15, 2017, the expected settlement date for the
Offers.
Title of Notes CUSIP
Number
Principal Amount Outstanding Bloomberg
Reference Page U.S. Treasury Reference Security
Acceptance Priority Level Fixed
Spread (Basis Points)
Total Consideration(1) 6.55% Senior Notes due
2037 806605AH4 $524,052,000 FIT1 3.000%
due 05/15/47 1 +55 $1,448.21 5.85% Notes due
2039 589331AQ0 $418,907,000 FIT1 3.000% due 05/15/47 2 +60
$1,360.07 6.50% Senior Notes due 2033 806605AG6 $717,611,000 FIT1
3.000% due 05/15/47 3 +45 $1,393.22 5.95% Debentures due 2028
589331AE7 $357,745,000 FIT1 2.250% due 08/15/27 4 +45 $1,291.18
5.75% Notes due 2036 589331AM9 $372,130,000 FIT1 3.000% due
05/15/47 5 +50 $1,332.13 6.40% Debentures due 2028 589331AD9
$326,507,000 FIT1 2.250% due 08/15/27 6 +40 $1,319.25 6.30%
Debentures due 2026 589331AC1 $153,077,000 FIT1 2.250% due 08/15/27
7 +40 $1,252.23 5.76% Notes due 2037 58933NAL3 $79,132,000 FIT1
3.000% due 05/15/47 8 +65 $1,313.91
________________________________
(1)Per $1,000 principal amount of
Notes.
Merck’s obligation to accept and pay for any Notes of any series
validly tendered is subject to the terms and conditions set forth
in the Offer to Purchase, as it may be amended or supplemented,
including, but not limited to, with respect to each series of
Notes, $850,000,000, excluding accrued and unpaid interest (the
“Maximum Amount”) being sufficient to fund the aggregate Total
Consideration of all Notes of such series (after funding the
aggregate Total Consideration of all validly tendered and not
validly withdrawn Notes of each series having a higher “Acceptance
Priority Level” as set forth in the table above (with 1 being the
highest Acceptance Priority Level)) tendered in the applicable
Offer (the “Complete Purchase Condition”). If the Complete Purchase
Condition is not satisfied with respect to any series of Notes
subject to the Offers, then Merck will not accept for purchase any
Notes of that series whether or not validly tendered. Accordingly,
upon the terms and subject to the conditions of the Offer, Merck
will accept for purchase all Notes of each series validly tendered
in accordance with the applicable Acceptance Priority Level so long
as the Maximum Amount is equal to or greater than the aggregate
Total Consideration for all tendered Notes of such series and each
series having a higher Acceptance Priority Level as further
provided in the Offer to Purchase.
As of the date of the Offers, the aggregate outstanding
principal amount of the Notes was approximately $2.95 billion. The
applicable Total Consideration for each $1,000 principal amount of
each series of Notes validly tendered and not validly withdrawn
pursuant to each of the Offers was calculated in accordance with
the standard market practice, as described in the Offer to
Purchase, by reference to the bid-side yield to maturity (the
“Reference Yield”) of the applicable U.S. Treasury reference
security specified in the table above as measured at 11:00 a.m.,
New York City time, today, Nov. 13, 2017, plus the applicable fixed
spread specified in the Offer to Purchase and indicated in the
table above. The applicable Total Consideration 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 (as defined
below).
The Offers are scheduled to expire at 5:00 p.m., New York City
time, today, on Nov.13, 2017 (the “Expiration Time”). Holders must
validly tender and not validly withdraw their Notes at or prior to
the Expiration Time, and have their Notes accepted for purchase in
the Offers in order to be eligible to receive the applicable Total
Consideration. Upon the terms and conditions described in the Offer
to Purchase, payment for Notes accepted for purchase will be made
promptly after the Expiration Time (the “Settlement Date”),
expected to be Nov. 15, 2017, two business days after the
Expiration Time.
If any series of Notes is accepted for purchase pursuant to the
Offers, all validly tendered Notes of that series will be accepted
for purchase. No series of Notes will be subject to proration
pursuant to the Offers.
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/.
None of Merck, the Dealer Manager, Global Bondholder Services
Corporation, any trustee, or any affiliate of any of them makes any
recommendation as to whet her or not holders of Notes should tender
Notes pursuant to the Offers. Each holder must decide whether to
tender Notes and, if tendering, the amount of Notes to tender.
Holders are urged to review carefully all information contained or
incorporated by reference in the Offer to Purchase.
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 are being made solely
pursuant to the Offer to Purchase. The Offers are not being 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 will be deemed to
be 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).
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171113006167/en/
MerckMedia:Claire Gillespie, 267-305-0932orInvestors:Amy Klug,
908-740-1898
Merck (NYSE:MRK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Merck (NYSE:MRK)
Historical Stock Chart
From Apr 2023 to Apr 2024