Merck Completes Tender Offer to Acquire Idenix
August 05 2014 - 6:00AM
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 Idenix
Pharmaceuticals, Inc. (NASDAQ:IDIX) at a purchase price of $24.50
per share. As of the tender offer expiration yesterday, 131,693,787
shares of common stock of Idenix were validly tendered and not
withdrawn from the tender offer, representing approximately 82.5
percent of the outstanding common stock of Idenix 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 Idenix later today through a merger of
Merck’s wholly-owned subsidiary with and into Idenix without
stockholder approval. Upon completion of the merger, all
outstanding shares of common stock of Idenix, other than shares
held by Idenix in treasury or shares held by Idenix’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 $24.50 offer price per share without
interest, less any applicable withholding taxes.
In addition, upon completion of the merger, Idenix will become a
wholly-owned subsidiary of Merck and the common stock of Idenix
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 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.
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. 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.
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).
MerckMedia:Pamela Eisele, 267-305-3558Steve Cragle,
908-423-3461orInvestors:Joe Romanelli, 908-423-5185Justin Holko,
908-423-5088
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