Merck (NYSE: MRK), known as MSD outside the United States and
Canada, is commencing today, through a subsidiary, a cash tender
offer to purchase all outstanding shares of common stock of ArQule,
Inc. (Nasdaq: ARQL). On Dec. 9, 2019, Merck announced its intent to
acquire ArQule.
Upon the successful closing of the tender offer, stockholders of
ArQule will receive $20 in cash for each share of ArQule common
stock validly tendered and not validly withdrawn in the offer,
without interest and less any required withholding taxes. Following
the purchase of shares in the tender offer, ArQule will become a
wholly-owned subsidiary of Merck.
Merck will file today with the U.S. Securities and Exchange
Commission (the “SEC”) a tender offer statement on Schedule TO,
which provides the terms of the tender offer. Additionally, ArQule
will file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 that includes the recommendation of the ArQule board
of directors that their stockholders accept the tender offer and
tender their shares.
The tender offer will expire at one minute past 11:59 pm Eastern
Time on January 15, 2020, unless extended in accordance with the
merger agreement and the applicable rules and regulations of the
SEC. The closing of the tender offer is subject to customary terms
and conditions, including the tender of a number of shares which,
together with shares then owned by Merck (if any), represents a
majority of the outstanding shares of common stock of ArQule, and
the expiration or the termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The transaction is
expected to close early in the first quarter of 2020.
Additional Information About the Tender Offer
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any shares of the common stock of ArQule, Inc. (“ArQule”) or any
other securities. A tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, will be filed today by Merck Sharp & Dohme Corp. and
Argon Merger Sub, Inc., a wholly-owned subsidiary of Merck, with
the SEC, and a solicitation/recommendation statement on Schedule
14D-9 will be filed today by ArQule with the SEC. The offer to
purchase shares of ArQule common stock will only be made pursuant
to the offer to purchase, the letter of transmittal and related
documents filed as a part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO
TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of these
statements and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests
to the Information Agent for the offer, which will be named in the
tender offer statement. 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)
423-1000. In addition, Merck and ArQule file annual, quarterly and
current reports and other information with the SEC. Merck’s and
ArQule’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
For more than a century, Merck, a leading global
biopharmaceutical company known as MSD outside of the United States
and Canada, has been inventing for life, bringing forward medicines
and vaccines for many of the world’s most challenging diseases.
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 health care
through far-reaching policies, programs and partnerships. Today,
Merck continues to be at the forefront of research to advance the
prevention and treatment of diseases that threaten people and
communities around the world - including cancer, cardio-metabolic
diseases, emerging animal diseases, Alzheimer’s disease and
infectious diseases including HIV and Ebola. For more information,
visit www.merck.com and connect with us on Twitter, Facebook,
Instagram, YouTube and LinkedIn.
Forward-Looking Statement of Merck & Co., Inc.,
Kenilworth, N.J., USA
This news release of Merck & Co., Inc., Kenilworth, N.J.,
USA (the “company”) includes statements that are not statements of
historical fact, or “forward-looking statements,” including with
respect to the company’s proposed acquisition of ArQule. Such
forward-looking statements include, but are not limited to, the
ability of the company and ArQule to complete the transactions
contemplated by the merger agreement, including the parties’
ability to satisfy the conditions to the consummation of the offer
contemplated thereby and the other conditions set forth in the
merger agreement, statements about the expected timetable for
completing the transaction, the company’s and ArQule’s beliefs and
expectations and statements about the benefits sought to be
achieved in the company’s proposed acquisition of ArQule, the
potential effects of the acquisition on both the company and
ArQule, the possibility of any termination of the merger agreement,
as well as the expected benefits and success of ArQule’s product
candidates. These statements are based upon the current beliefs and
expectations of the company’s management and are subject to
significant risks and uncertainties. There can be no guarantees
that the conditions to the closing of the proposed transaction will
be satisfied on the expected timetable or at all, 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,
uncertainties as to the timing of the offer and the subsequent
merger; uncertainties as to how many of ArQule’s stockholders will
tender their shares in the offer; the risk that competing offers or
acquisition proposals will be made; the possibility that various
conditions to the consummation of the merger and the offer
contemplated thereby may not be satisfied or waived; the effects of
disruption from the transactions contemplated by the merger
agreement and the impact of the announcement and pendency of the
transactions on ArQule’s business; the risk that stockholder
litigation in connection with the offer or the merger may result in
significant costs of defense, indemnification and liability;
general industry conditions and competition; general economic
factors, including interest rate and currency exchange rate
fluctuations; challenges inherent in new product development,
including obtaining regulatory approval; and the company’s ability
to accurately predict future market conditions.
The company 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 law. Additional
factors that could cause results to differ materially from those
described in the forward-looking statements can be found in the
company’s 2018 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).
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version on businesswire.com: https://www.businesswire.com/news/home/20191217005180/en/
Media: Pamela Eisele (267) 305-3558
Ayn Wisler (917) 691-6218
Investors: Peter Dannenbaum (908) 740-1037
Courtney Ronaldo (908) 740-6132
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