Merck and Inspire Announce Expiration of Hart-Scott-Rodino Act Waiting Period Relating to Tender Offer for Shares of Inspire


April 28, 2011 7:30 am ET

Merck (NYSE: MRK), known as MSD outside the United States and Canada,
and Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) today announced that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (“HSR”) has expired in connection with the
previously announced cash tender offer made by Monarch Transaction
Corp., a wholly owned subsidiary of Merck, to purchase all of the
outstanding shares of common stock of Inspire.

As previously announced on April 15, 2011, Merck commenced, through
Monarch Transaction Corp., its tender offer for all outstanding shares
of Inspire for $5.00 per share in cash without interest and less any
applicable withholding taxes. The tender offer is being made pursuant to
an offer to purchase and related letter of transmittal, each dated April
15, 2011, and an Agreement and Plan of Merger, dated as of April 5,
2011, by and among Merck, Monarch Transaction Corp. and Inspire.

The expiration of the HSR waiting period satisfies one of the conditions
necessary for the consummation of the tender offer. The tender offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York
City Time, on May 12, 2011, unless extended in accordance with the
definitive agreement and the applicable rules and regulations of the
Securities and Exchange Commission (“SEC”). Consummation of the tender
offer remains subject to other customary conditions described in the
tender offer statement on Schedule TO filed with the SEC on April 15,
2011 (as amended), including the tender of a majority of the outstanding
shares of Inspire’s common stock, determined on a fully diluted basis.

The Depositary for the tender offer is Computershare, Inc., c/o
Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011.
The Information Agent for the tender offer is Georgeson Inc., 199 Water
Street, 26th Floor, New York, NY 10038. The tender offer
materials may be obtained at no charge by directing a request by mail to
Georgeson Inc. or by calling toll-free at (800) 279-6913, and may also
be obtained at no charge at the website maintained by the SEC at

About Inspire

Inspire is a specialty pharmaceutical company focused on developing and
commercializing ophthalmic products. Inspire’s specialty eye care sales
force generates revenue from the promotion of AZASITE® (azithromycin
ophthalmic solution) 1% for bacterial conjunctivitis. Inspire receives
royalties based on net sales of RESTASIS® (cyclosporine
ophthalmic emulsion) 0.05% and DIQUASTM Ophthalmic Solution
3% (diquafosol tetrasodium) in Japan. For more information, visit

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
consumer care 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

Notice to Investors

This release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The offer to buy the outstanding shares of
common stock of Inspire is being made pursuant to a tender offer
statement on Schedule TO containing an offer to purchase, form of letter
of transmittal and related materials filed by Monarch Transaction Corp.
with the SEC on April 15, 2011. Inspire has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to
the tender offer with the SEC. The tender offer statement (including
the offer to purchase, related letter of transmittal and other tender
offer documents) and the solicitation/recommendation statement, as they
may be amended from time to time, contain important information that
should be read carefully before making any decision to tender securities
in the tender offer.
These materials have been or will be sent free
of charge to all stockholders of Inspire. Investors may also obtain a
free copy of these materials (and all other tender offer documents filed
with the SEC) on the SEC’s website:
The Schedule TO (including the offer to purchase and related materials)
and the Schedule 14D-9 (including the solicitation/recommendation
statement), may also be obtained for free by contacting Georgeson Inc.,
the information agent for the tender offer, toll-free at (800) 279-6913.

Merck Forward-Looking Statement

This news release includes “forward-looking statements”. Forward-looking
statements are statements that are not historical facts. Such statements
may include, but are not limited to, statements about the benefits of
the merger between Merck and Schering-Plough, including future financial
and operating results, the combined company’s plans, objectives,
expectations and intentions and other statements that are not historical
facts. Such statements are based upon the current beliefs and
expectations of Merck’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.

The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
possibility that the expected synergies from the merger of Merck and
Schering-Plough will not be realized, or will not be realized within the
expected time period; the impact of pharmaceutical industry regulation
and health care legislation; the risk that the businesses will not be
integrated successfully; disruption from the merger making it more
difficult to maintain business and operational relationships; Merck’s
ability to accurately predict future market conditions; dependence on
the effectiveness of Merck’s patents and other protections for
innovative products; the risk of new and changing regulation and health
policies in the United States and internationally and the exposure to
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 2010 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 (

Inspire Forward-Looking Statement

The forward-looking statements in this news release relating to
management’s expectations and beliefs are based on preliminary
information and management assumptions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including: statements regarding the expected
completion of the tender offer or merger, including the timing thereof,
and satisfaction of the conditions necessary for the consummation of the
tender offer; Inspire’s ability to develop and commercialize its
ophthalmology business; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Investors and
security holders are cautioned not to place undue reliance on these
forward-looking statements. Actual results could differ materially from
those currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause results to differ from
expectations include: uncertainties as to the timing of the tender offer
and merger; uncertainties as to how many of Inspire stockholders will
tender their stock in the tender offer; the risk that competing offers
will be made; the possibility that various closing conditions for the
tender offer or merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the tender offer or merger; the effects of
disruption from the tender offer or merger, making it more difficult to
maintain relationships with employees, licensees, other business
partners or governmental entities; other business effects, including the
effects of industry, economic or political conditions outside of
Inspire’s control; transaction costs; actual or contingent liabilities;
and other risks and uncertainties discussed in documents filed with the
SEC by Inspire. Inspire does not undertake any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.

Photos/Multimedia Gallery Available:

Ian McConnell, 908-423-3046
Carol Ferguson or Joe Romanelli, 908-423-5088
Inspire Pharmaceuticals, Inc.
Cara Amoroso, 919-287-1266
Jenny Kobin, 919-287-1219

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