Merck Begins Tender Offer to Acquire Idenix
June 20 2014 - 7:30AM
Business Wire
Merck (NYSE:MRK), known as MSD outside the United States and
Canada, is commencing today, through a subsidiary, a cash tender
offer to purchase all outstanding shares of common stock of Idenix
Pharmaceuticals, Inc. (NASDAQ:IDIX). On June 09, 2014, Merck
announced its intent to acquire Idenix.
Upon the successful closing of the tender offer, stockholders of
Idenix will receive $24.50 in cash for each share of Idenix common
stock validly tendered and not validly withdrawn in the offer,
without interest and less any required withholding taxes. Following
the purchase of shares in the tender offer, Idenix will become a
wholly-owned subsidiary of Merck.
Merck will file today with the U.S. Securities and Exchange
Commission (SEC) a tender offer statement on Schedule TO, which
provides the terms of the tender offer. Additionally, Idenix will
file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 that includes the recommendation of the Idenix board
of directors that Idenix stockholders accept the tender offer and
tender their shares. As previously communicated, the Idenix board
of directors has determined that the merger agreement and its
related transactions, including the tender offer, are advisable,
fair to and in the best interests of Idenix and its
stockholders.
The tender offer will expire at 5:00 pm EDT on Monday, Aug. 04,
2014, unless extended in accordance with the merger agreement and
the applicable rules and regulations of the SEC. The closing of the
tender offer is subject to customary terms and conditions,
including the tender of a number of shares which, together with
shares then owned by Merck (if any), represents a majority of the
outstanding shares, and the expiration or the termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act.
MacKenzie Partners, Inc. is acting as information agent for
Merck. Credit Suisse is serving as financial advisor to Merck with
this transaction and Hughes Hubbard & Reed LLP as its legal
advisor. Centerview Partners is serving as financial advisors to
Idenix in connection with the transactions and Idenix is
represented by Sullivan & Cromwell.
Additional Information about the Tender Offer
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Idenix. Merck will file
a Tender Offer Statement on Schedule TO with the SEC, and Idenix
will file a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the offer. Idenix shareholders and other investors
are urged to read the tender offer materials (including an Offer to
Purchase, a related Letter of Transmittal and certain other offer
documents) and the Solicitation/Recommendation Statement because
they contain important information, which should be read carefully
before any decision is made with respect to the tender offer. The
Offer to Purchase, the related Letter of Transmittal and certain
other documents, as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of Idenix at
no expense to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement will also be available at no
charge on the SEC’s website at www.sec.gov. Free copies of these
materials and certain other offering documents will be available by
mail by contacting Merck Sciences, Inc., 333 Lakeside Drive, Foster
City, C.A., 94404, Attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Merck and Idenix file
annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reporters,
statements or other information filed by Merck or Idenix at the SEC
public reference room at 100 F. Street, N.E., Washington, D.C.,
20549. For further information on the SEC public reference room,
please call 1-800-SEC-0330. Merck’s and Idenix’s filings with the
SEC are also available to the public from commercial
document-retrieval services and at the SEC’s website 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 consumer care 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. For more information, visit
www.merck.com and connect with us on Twitter, Facebook and
YouTube.
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. Forward looking
statements include statements regarding the timing and closing of
the tender offer and the merger transactions, the ability of Merck
to complete the transactions considering the various closing
conditions, and any assumptions underlying any of the foregoing.
These statements are based upon the current beliefs and
expectations of Merck’s management and are subject to significant
risks and uncertainties. There can be no guarantees with respect to
pipeline products that the products will receive the necessary
regulatory approvals or that they will prove to be commercially
successful. 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; the exposure to litigation,
including patent litigation, and/or regulatory actions; timing of
the tender offer and merger; uncertainties as to how many Idenix
stockholders will tender shares in the tender offer; the
possibility that competing offer may be made; the possibility that
various closing conditions to transactions may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the transactions;
or that a material adverse effect occurs with respect to
Idenix.
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).
Media:Pamela Eisele, 267-305-3558Steve Cragle,
908-423-3461Investors:Joe Romanelli, 908-423-5185Justin Holko,
908-423-5088
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