Merck & Co., Inc. (“Merck”) (NYSE:MRK), known as MSD outside
the United States and Canada, announced today the commencement of
offers to purchase (collectively, the “Offers”) any and all of the
outstanding notes listed 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 Oct. 6, 2014
(“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:
Fixed Principal Bloomberg
Spread CUSIP Amount Reference U.S.
Treasury (Basis Hypothetical Title of
Notes Number
Outstanding Page
Reference Security Points)
Purchase Price(1) 6.30% Debentures due 2026
589331AC1 $250,000,000 FIT1 2.375% due 08/15/24 +70 $1,296.52 6.40%
Debentures due 2028 589331AD9 $500,000,000 FIT1 2.375% due 08/15/24
+90 $1,327.79 5.95% Debentures due 2028 589331AE7 $500,000,000 FIT1
2.375% due 08/15/24 +95 $1,285.32 6.50% Senior Notes due 2033
806605AG6 $1,150,000,000 FIT1 3.375% due 05/15/44 +60 $1,377.17
5.75% Notes due 2036 589331AM9 $500,000,000 FIT1 3.375% due
05/15/44 +65 $1,294.07 5.76% Notes due 2037 58933NAL3 $112,947,000
FIT1 3.375% due 05/15/44 +80 $1,272.89 6.55% Senior Notes due 2037
806605AH4 $1,000,000,000 FIT1 3.375% due 05/15/44 +80 $1,394.31
5.85% Notes due 2039 589331AQ0 $750,000,000 FIT1 3.375% due
05/15/44 +80 $1,302.67
(1) Per $1,000 principal amount of Notes, assuming that the
Reference Yield (as defined below) had been measured at 2:00 p.m.,
New York City time, on Oct. 3, 2014 and assuming a hypothetical
settlement date of Oct. 15, 2014. Actual Reference Yield (as
defined in the Offer to Purchase) will be determined in accordance
with the terms of the Offers. See the Offer to Purchase.
The Offers are 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, as it
may be amended or supplemented. As of the date of the Offers, the
aggregate outstanding principal amount of the Notes is
approximately $4.76 billion. The applicable purchase price for each
$1,000 principal amount of each series of Notes validly tendered
and not validly withdrawn pursuant to the offer shall be calculated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 2:00
p.m., New York City time, on Oct. 14, 2014, unless extended (such
date and time, as may be extended, the “Price Determination Time”)
plus the applicable fixed spread specified in the Offer to Purchase
and indicated in the table above. 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 (as
defined below).
The Offers will expire at 5:00 p.m., New York City time, on Oct.
14, 2014 (the “Expiration Time”), unless extended or terminated by
Merck in its sole discretion. 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 purchase price. Tendered
Notes may be withdrawn at any time at or prior to the Expiration
Time. 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 one business day after the Expiration Time.
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”).
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.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
acting as lead dealer managers (collectively, the “Dealer
Managers”). Global Bondholder Services Corporation is serving 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.
None of Merck, the Dealer Managers, Global Bondholder Services
Corporation, any trustee, or any affiliate of any of them makes any
recommendation as to whether 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 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 offer will be 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 will be 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.MediaSteve Cragle, 908-423-3461Lainie
Keller, 908-236-5036orInvestor:Joe Romanelli, 908-423-5185Justin
Holko, 908-423-5088
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