Merck, on Behalf of Its Wholly Owned Subsidiary Cubist Pharmaceuticals, Announces Results of Tender Offer for Cubist’s 2.50...
February 23 2015 - 5:03PM
Business Wire
Merck (NYSE:MRK), known as MSD outside the United States and
Canada, on behalf of its wholly owned subsidiary Cubist
Pharmaceuticals, Inc., today announced the results of its tender
offer (the “Convertible Notes Tender
Offer”) pursuant to which each holder of Cubist’s 2.50%
Convertible Senior Notes due 2017 (the “2017
Convertible Notes”), 1.125% Convertible Senior Notes due
2018 (the “2018 Convertible Notes”)
and 1.875% Convertible Senior Notes due 2020 (the “2020 Convertible Notes” and together with the 2017
Convertible Notes and 2018 Convertible Notes, the “Convertible Notes”) had the right (the
“Fundamental Change Repurchase
Right”), at such holder’s option, to require Cubist to
repurchase for cash all of such holder’s Convertible Notes, or any
portion of the principal amount thereof that is equal to $1,000 or
an integral multiple of $1,000 principal amount, on February 23,
2015. The Fundamental Change Repurchase Right expired at the end of
the day, immediately after 11:59 p.m., Eastern time, on February
19, 2015 (the “Fundamental Change Expiration
Time”), and was not extended. [Cubist has been advised by
The Bank of New York Mellon Trust Company, N.A., the Paying Agent
and Conversion Agent for the Convertible Notes Tender Offer, and
Mackenzie Partners, the Information Agent for the Convertible Notes
Tender Offer, that none of the Notes were validly surrendered for
repurchase prior to the Fundamental Change Expiration Time.]1
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
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Merck Forward-Looking Statement
This news release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. 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 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).
1 To be confirmed.
MerckMedia:Lainie Keller, (908) 236-5036Steve Cragle, (908)
740-1801orInvestor:Joe Romanelli, (908) 740-1986Justin Holko, (908)
740-1879
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