Merck Statement Regarding CUBICIN Patent Litigation
December 09 2014 - 8:11AM
Business Wire
Company Reaffirms Transaction To Proceed as
Planned; Expected to Close in First Quarter of 2015
Merck, known as MSD outside the United States and Canada, issued
the following statement regarding the decision of the U.S. District
Court for the District of Delaware. The decision, which upheld the
patent for CUBICIN that expires on June 15, 2016 and invalidated
four others, is subject to appeal.
The company continues to believe the acquisition of Cubist will
create strong fundamental value for Merck’s shareholders. The
combined strength of both companies will provide both incremental
and long-term value, and Merck expects the transaction to add more
than $1 billion of revenue to its 2015 base, with strong growth
potential thereafter.
The court’s decision does not change Merck’s expectation that
the transaction will be neutral to modestly accretive to 2015
non-GAAP EPS. The company also continues to expect that the
transaction will contribute mid-single digit accretion on a
percentage basis to non-GAAP EPS in 2016, and will continue to be
accretive thereafter.
Important Information about the Tender Offer
The tender offer for the outstanding shares of Cubist has not
yet commenced. This news release is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares, nor is it a substitute for the tender offer
materials that Merck and its subsidiary will file with the
Securities and Exchange Commission (SEC). At the time the planned
tender offer is commenced, a tender offer statement on Schedule TO
will be filed by Merck with the SEC, and Cubist will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. The tender offer materials (including
an offer to purchase, a related letter of transmittal and other
tender offer documents) and the solicitation/recommendation
statement will contain important information that holders of Cubist
common stock shares are urged to read carefully when they become
available, as each may be amended or supplemented from time to time
and because they will contain important information that holders of
shares of Cubist common stock should consider before making any
decision regarding tendering their shares. The tender offer
materials will be made available to Cubist’s stockholders at no
expense to them. In addition, all of those materials (and other
tender offer documents filed with the SEC) will be made available
at no charge on the SEC’s website at www.sec.gov. Additional copies
of the tender offer materials may be obtained at no charge by
contacting Merck at 2000 Galloping Hill Road, Kenilworth, N.J.,
07033 or by phoning (908) 740-4000. In addition, Merck and Cubist
file annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by Merck or Cubist 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 Cubist’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 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 Cubist
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
Cubist.
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:Lainie Keller, 908-236-5036orSteve Cragle,
908-740-1801orInvestors:Joe Romanelli, 908-740-1986orJustin Holko,
908-740-1879
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