Merck Announces Final Results of Tender Offers for Eight Series of Notes
October 15, 2014 7:00 am ET
Merck & Co., Inc. (“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 Oct. 6, 2014, Merck commenced the Offers in accordance with
the terms and conditions set forth in the Offer to Purchase, dated Oct.
6, 2014 (the “Offer to Purchase”). The Offers expired at 5:00 p.m., New
York City time, yesterday, on Oct. 14, 2014 (the “Expiration Time”).
The total principal amount of Notes tendered and accepted for purchase
pursuant to the Offers was approximately $1.8 billion.
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tendered and not withdrawn at or prior to the Expiration Time.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||Number||Outstanding||Tendered and Accepted||Consideration(1)|
|6.30% Debentures due 2026||589331AC1||$250,000,000||$96,923,000||$129,669,405|
|6.40% Debentures due 2028||589331AD9||$500,000,000||$173,493,000||$236,395,008|
|5.95% Debentures due 2028||589331AE7||$500,000,000||$142,255,000||$189,907,185|
|6.50% Senior Notes due 2033||806605AG6||$1,150,000,000||$432,389,000||$616,004,910|
|5.75% Notes due 2036||589331AM9||$500,000,000||$127,870,000||$171,679,328|
|5.76% Notes due 2037||58933NAL3||$112,947,000||$33,815,000||$44,687,537|
|6.55% Senior Notes due 2037||806605AH4||$1,000,000,000||$475,948,000||$678,701,055|
|5.85% Notes due 2039||589331AQ0||$750,000,000||$331,093,000||$445,642,073|
(1) For each series of Notes, the aggregate total
consideration (the applicable purchase price together with accrued and
unpaid interest from, and including, the last interest payment date for
such series of Notes to, but excluding, the Settlement Date (as defined
below)) 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, including an
offering closing condition in connection with the New Offering described
below, set forth in the Offer to Purchase. Merck accepted for payment
all Notes of each series validly tendered and not validly withdrawn at
or prior to the Expiration Time. The Company expects to record a
GAAP-only pre-tax charge of approximately $700 million in the fourth
quarter of 2014 in connection with the Offers.
Payment for the Notes accepted pursuant to the Offers will be made on
the expected settlement date, today, Oct. 15, 2014 (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 Date.
Merck expects to fund the purchase of the Notes tendered from proceeds
received in a new financing transaction for Euro-denominated senior
unsecured notes (the “New Offering”).
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as
lead dealer managers (collectively, the “Dealer Managers”). Global
Bondholder Services Corporation served as the tender agent and
information agent for the Offers. Questions regarding the Offers should
be directed to Citigroup Global Markets Inc. at (800) 558-3745
(toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect). Any questions
regarding procedures for tendering Notes or for documents relating to
the offer should be directed to Global Bondholder Services Corporation at
This press release is for informational purposes only. This press
release does not constitute an offer to purchase or a solicitation of an
offer to sell the securities described herein, nor shall there be any
purchase of these securities in any state or jurisdiction in which such
an offer, solicitation or purchase would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The Offers were made only pursuant to the Offer to
Purchase. 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 will be deemed to be made on behalf of Merck by the Dealer
Managers or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
In addition, this announcement is not an offer to sell or the
solicitation of an offer to buy with respect to any securities issued in
the New Offering nor shall there be any sale of the securities issued in
the New Offering in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.
Merck’s New Offering was made pursuant to an effective shelf
registration statement filed with the Securities and Exchange Commission
(the “SEC”). Interested parties should read the prospectus in that
registration statement, the preliminary prospectus supplement for the
New Offering and the other documents that Merck has filed with the SEC
that are incorporated by reference into the preliminary prospectus
supplement for more complete information about Merck and the New
Offering. These documents are available at no charge by visiting EDGAR
on the SEC Web site at www.sec.gov.
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.
Merck Forward-Looking Statement
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; 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’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 2013 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).
Merck & Co., Inc.
Steve Cragle, (908) 423-3461
Lainie Keller, (908) 236-5036
Joe Romanelli, (908) 423-5185
Justin Holko, (908) 423-5088