Merck Announces Proposed Public Debt Offering
October 06 2014 - 3:24AM
Business Wire
Merck & Co., Inc. (the “Company”) (NYSE:MRK), known as MSD
outside the United States and Canada, announced today the
commencement of a public offering of three series of Euro
denominated senior unsecured notes due 2021, 2026 and 2034
(collectively, the “New Notes”). The exact terms and timing of the
offering will depend upon market conditions and other factors.
The Company intends to use all or a substantial portion of the
net proceeds from the offering of the New Notes to purchase notes
and debentures that are validly tendered in connection with tender
offers launched by the Company for its 6.30% Debentures due 2026,
6.40% Debentures due 2028, 5.95% Debentures due 2028, 6.50% Senior
Notes due 2033, 5.75% Notes due 2036, 5.76% Notes due 2037, 6.55%
Senior Notes due 2037, and 5.85% Notes due 2039 (collectively, the
“Old Notes”). As of the date of the Offer to Purchase, the
aggregate outstanding principal amount of the Old Notes is
approximately $4.76 billion. If there are net proceeds remaining
after the tender offers, the Company intends to redeem in whole or
in part, its 4.00% Notes due 2015 and 6.00% Senior Notes due 2017.
Any remaining net proceeds will be used for general corporate
purposes, including without limitation the repayment of outstanding
commercial paper borrowings and other indebtedness with upcoming
maturities. If the net proceeds of the offering for the New Notes
are insufficient to pay for all of the notes acquired by the
Company in the tender offers, the Company will fund any additional
amounts from cash on hand, commercial paper borrowings or other
amounts available to the Company.
BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan
Securities plc are acting as the active joint book-running managers
for the offering. Merrill Lynch International and The Royal Bank of
Scotland plc are acting as the passive joint book-running managers
for the offering.
The offering of the New Notes is being made pursuant to an
effective shelf registration statement (including a base
prospectus) filed with the Securities and Exchange Commission (the
“SEC”). The offering may be made only by means of a prospectus and
related prospectus supplement, copies of which may be obtained by
calling BNP Paribas at (800) 854-5674 (toll-free), Deutsche Bank
AG, London Branch at (800) 503-4611 (toll-free) or J.P. Morgan
Securities plc at (866) 834-4666 (toll-free) or (212) 834-4811
(collect). An electronic copy of the registration statement and
prospectus supplement, together with the base prospectus, is
available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Additionally, this press release shall not constitute an offer
to purchase or a solicitation of an offer to sell the Company’s Old
Notes in the tender offer. The tender offer will be made only by
and pursuant to, and on the terms and subject to the conditions set
forth in an offer to purchase. Furthermore, this press release does
not constitute a notice of redemption or an obligation to issue a
notice of redemption.
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.
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 and Merck’s expectations for the use of proceeds from
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, 908-236-5036orInvestor:Joe Romanelli, 908-423-5185Justin
Holko, 908-423-5088
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