Merck Announces Final Results of Any and All Tender Offers


November 14, 2017 6:55 am ET

Merck (NYSE:MRK), known as MSD outside the United States and Canada,
announced today the final results of the previously announced offers to
purchase (collectively, the “Offers”) any and all of the outstanding
notes listed in the table below (collectively, the “Notes”). On Nov. 6,
2017, Merck commenced the Offers in accordance with the terms and
conditions set forth in the Offer to Purchase, dated Nov. 6, 2017 (the
“Offer to Purchase”). The Offers expired at 5:00 p.m., New York City
time, on Nov. 13, 2017 (the “Expiration Time”).

The total principal amount of Notes tendered and accepted for purchase
pursuant to the Offers was approximately $584.7 million, exclusive of
Notes tendered pursuant to the Guaranteed Delivery Procedures (as
defined in the Offer to Purchase). The aggregate Total Consideration (as
defined in the Offer to Purchase), excluding accrued and unpaid
interest, to be paid in respect of all Notes accepted for purchase
pursuant to the Offers will be approximately $800.0 million.

Merck was advised by the tender agent and information agent for the
Offers that, as of the Expiration Time, the aggregate principal amount
of each series of Notes specified in the table below was validly
tendered and not withdrawn at or prior to the Expiration Time.

Title of Notes      










Tendered and Accepted


Aggregate Total



6.55% Senior Notes due 2037       806605AH4       $524,052,000       $156,353,000       $226,431,978
5.85% Notes due 2039 589331AQ0 $418,907,000 $146,509,000 $199,262,496
6.50% Senior Notes due 2033 806605AG6 $717,611,000 $65,917,000 $91,836,883
5.95% Debentures due 2028 589331AE7 $357,745,000 $49,463,000 $63,865,636
5.75% Notes due 2036 589331AM9 $372,130,000 $31,323,000 $41,726,308
6.40% Debentures due 2028 589331AD9 $326,507,000 $75,724,000 $99,898,887
6.30% Debentures due 2026 589331AC1 $153,077,000 $18,015,000 $22,558,923
5.76% Notes due 2037 58933NAL3 $79,132,000 $41,401,000 $54,397,188


(1) For each series of Notes, the aggregate Total
Consideration, excluding accrued and unpaid interest, to be paid in
respect of all Notes of such series accepted for purchase. Amounts
rounded to the nearest dollar.

The Offers were each subject to the terms and conditions set forth in
the Offer to Purchase. Each of the conditions to the Offers have been
satisfied, and Merck accepted for payment all Notes of each series
validly tendered and not validly withdrawn at or prior to the Expiration

Payment for the Notes accepted pursuant to the Offers will be made on
the expected settlement date, Nov. 15, 2017 (the “Settlement Date”). The
applicable purchase price for each series of Notes will be paid together
with accrued and unpaid interest from, and including, the last interest
payment date for such series of Notes to, but excluding, the Settlement

BofA Merrill Lynch is acting as dealer manager (the “Dealer Manager”)
for the Offers. Questions regarding terms and conditions of the Offers
should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free)
or (980) 387-3907 (collect).

Global Bondholder Services Corporation is serving as the Information
Agent and the Tender Agent for the Offers. Questions or requests for
assistance related to the Offers or for additional copies of the Offer
to Purchase may be directed to Global Bondholder Services Corporation at
(866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offers. The Offer to Purchase can
be accessed at the following link:

This press release is for informational purposes only. This press
release is not an offer to purchase or a solicitation of an offer to
purchase any Notes. The Offers were made solely pursuant to the Offer to
Purchase. The Offers were not made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the Offers to be made by a licensed broker or dealer,
the Offers are deemed to have been made on behalf of Merck by the Dealer
Manager or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.

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,
and connect with us on Twitter,
and LinkedIn.

Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA

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. Such statements may include,
but are not limited to, Merck’s ability to complete the offering. These
statements are based upon the current beliefs and expectations of
Merck’s management and are subject to significant risks and
uncertainties. 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; 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.

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 2016 Annual Report on Form 10-K and the company’s other
filings with the SEC available at the SEC’s Internet site (

Claire Gillespie, 267-305-0932
Amy Klug, 908-740-1898

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