Merck Completes Tender Offer to Acquire Cubist
January 21 2015 - 8:00AM
Business Wire
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, announced the successful completion of the tender offer for
all of the outstanding shares of common stock of Cubist
Pharmaceuticals, Inc. (NASDAQ: CBST) at a purchase price of $102.00
per share. As of the tender offer expiration yesterday, 58,039,667
shares of common stock of Cubist were validly tendered and not
properly withdrawn from the tender offer, representing
approximately 75.7 percent of the outstanding common stock of
Cubist on a fully diluted basis. All of such shares have been
accepted for payment in accordance with the terms of the tender
offer, and Merck expects to promptly pay for all such shares.
Following consummation of the tender offer, Merck expects to
complete the acquisition of Cubist later today through a merger of
Merck’s wholly owned subsidiary with and into Cubist without
stockholder approval. Upon completion of the merger, all
outstanding shares of common stock of Cubist, other than shares
held by Cubist in treasury or shares held by Cubist’s stockholders
who are entitled to and properly exercise appraisal rights under
Delaware law, will be canceled and converted into the right to
receive cash equal to the $102.00 offer price per share without
interest, less any applicable withholding taxes.
In addition, upon completion of the merger, Cubist will become a
wholly owned subsidiary of Merck and the common stock of Cubist
will cease to be traded on the NASDAQ Stock Market.
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. 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”. 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 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 except as required by applicable law.
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 Securities and Exchange Commission (SEC) available
at the SEC’s Internet site (www.sec.gov).
MerckMedia:Lainie Keller, 908-236-5036orSteve Cragle,
908-740-1801orInvestor:Joe Romanelli, 908-740-1986orJustin Holko,
908-740-1879
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