Merck Prices EUR 2.5 Billion Debt Offering
October 06 2014 - 12:28PM
Business Wire
Merck & Co., Inc. (the “Company”) (NYSE:MRK), known as MSD
outside of the United States and Canada, priced today EUR 2.5
billion public offering of three series of Euro-denominated senior
unsecured notes (collectively, the “New Notes”). Based on Oct. 3,
2014, closing exchange rates the EUR 2.5 billion equates to
approximately $3.1 billion. The notes include:
EUR 1.0 billion of 1.125% notes due Oct.
2021EUR 1.0 billion of 1.875% notes due Oct. 2026EUR 500 million of
2.500% notes due Oct. 2034
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 certain outstanding notes and
debentures (collectively, the “Old Notes”). 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 and debentures 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. The offering is expected to close on Oct. 15, 2014,
subject to customary closing conditions. 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 offers. The tender offers 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:Steven Cragle, 908-423-3461Lainie
Keller, 908-236-5036Investor:Joe Romanelli, 908-423-5185Justin
Holko, 908-423-5088
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