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
Acceleron Pharma Inc. (Nasdaq: XLRN). On Sept. 30, 2021, Merck
announced that it had entered into a definitive agreement to
acquire Acceleron.
Upon the successful closing of the tender offer, stockholders of
Acceleron will receive $180 in cash for each share of Acceleron
common stock validly tendered and not validly withdrawn in the
offer, without interest and less any required tax withholding.
Following the purchase of shares in the tender offer, Acceleron
will become a 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,
Acceleron will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9 that includes the recommendation of the
Acceleron board of directors that their stockholders accept the
tender offer and tender their shares.
The tender offer will expire at 5:00 p.m., Eastern Time, on Nov.
10, 2021, 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 certain conditions, including the
tender of shares representing at least a majority of the total
number of Acceleron’s outstanding shares, receipt of applicable
regulatory approvals, and other customary conditions. The
transaction is expected to close in the fourth quarter of 2021.
About Merck
For over 130 years, Merck, 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 in pursuit of our mission to save and improve lives. We
demonstrate our commitment to patients and population health by
increasing access to health care through far-reaching policies,
programs and partnerships. Today, Merck continues to be at the
forefront of research to prevent and treat diseases that threaten
people and animals – including cancer, infectious diseases such as
HIV and Ebola, and emerging animal diseases – as we aspire to be
the premier research-intensive biopharmaceutical company in the
world. For more information, visit www.merck.com and connect with
us on Twitter, Facebook, Instagram, YouTube and LinkedIn.
Important 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 Acceleron Pharma Inc.
(“Acceleron”) or any other securities, nor is it a substitute for
the tender offer materials described herein. 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. (“Merck”) and Astros Merger Sub, Inc., a
wholly owned subsidiary of Merck, with the Securities and Exchange
Commission (the “SEC”), and a solicitation/recommendation statement
on Schedule 14D-9 will be filed by Acceleron with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY
BOTH THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM
TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free copy of the
Offer to Purchase, the related Letter of Transmittal, certain other
tender offer documents and the Solicitation/Recommendation
Statement (when available) 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. In addition, Merck and
Acceleron file annual, quarterly and current reports and other
information with the SEC, which are available to the public from
commercial document-retrieval services and at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Merck
may be obtained at no charge on Merck’s internet website at
www.merck.com or by contacting Merck at 2000 Galloping Hill Road,
Kenilworth, N.J. 07033 or (908) 740-4000. Copies of the documents
filed with the SEC by Acceleron may be obtained at no charge on
Acceleron’s internet website at www.acceleronpharma.com or by
contacting Acceleron at 128 Sidney Street, Cambridge, MA 02139 or
(617) 649-9200.
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 Acceleron. Such
forward-looking statements include, but are not limited to, the
ability of the company and Acceleron 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 Acceleron’s beliefs
and expectations and statements about the benefits sought to be
achieved in the company’s proposed acquisition of Acceleron, the
potential effects of the acquisition on both the company and
Acceleron, the possibility of any termination of the merger
agreement, as well as the expected benefits and success of
Acceleron’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 Acceleron’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 Acceleron’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; the impact of the global outbreak of novel
coronavirus disease (COVID-19); 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; the company’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 the company’s patents and other protections for
innovative products; and the exposure to litigation, including
patent litigation, and/or regulatory actions.
The company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent 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 2020 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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