Merck Announces Pricing of Any and All Tender Offers
November 13, 2017 2:00 pm ET
Merck & Co., Inc. (NYSE: MRK), known as MSD outside the United States
and Canada, announced today the pricing 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”).
The Offers are being made upon, and are subject to, the terms and
conditions set forth in the Offer to Purchase, dated Nov. 6, 2017 (the
“Offer to Purchase”).
The following table sets forth some of the terms of the Offers, which
are more fully set out in the Offer to Purchase, and includes the
applicable Total Consideration (as defined in the Offer to Purchase) for
each $1,000 principal amount of each series of Notes validly tendered
and not validly withdrawn. The calculation of the Total Consideration
for each series of Notes assumes a settlement date of Nov. 15, 2017, the
expected settlement date for the Offers.
|Title of Notes||
|Principal Amount Outstanding||Bloomberg Reference Page||U.S. Treasury Reference Security||Acceptance Priority Level||
Spread (Basis Points)
|6.55% Senior Notes due 2037||806605AH4||$524,052,000||FIT1||3.000% due 05/15/47||1||+55||$1,448.21|
|5.85% Notes due 2039||589331AQ0||$418,907,000||FIT1||3.000% due 05/15/47||2||+60||$1,360.07|
|6.50% Senior Notes due 2033||806605AG6||$717,611,000||FIT1||3.000% due 05/15/47||3||+45||$1,393.22|
|5.95% Debentures due 2028||589331AE7||$357,745,000||FIT1||2.250% due 08/15/27||4||+45||$1,291.18|
|5.75% Notes due 2036||589331AM9||$372,130,000||FIT1||3.000% due 05/15/47||5||+50||$1,332.13|
|6.40% Debentures due 2028||589331AD9||$326,507,000||FIT1||2.250% due 08/15/27||6||+40||$1,319.25|
|6.30% Debentures due 2026||589331AC1||$153,077,000||FIT1||2.250% due 08/15/27||7||+40||$1,252.23|
|5.76% Notes due 2037||58933NAL3||$79,132,000||FIT1||3.000% due 05/15/47||8||+65||$1,313.91|
(1)Per $1,000 principal amount of Notes.
Merck’s obligation to accept and pay for any Notes of any series validly
tendered is subject to the terms and conditions set forth in the Offer
to Purchase, as it may be amended or supplemented, including, but not
limited to, with respect to each series of Notes, $850,000,000,
excluding accrued and unpaid interest (the “Maximum Amount”) being
sufficient to fund the aggregate Total Consideration of all Notes of
such series (after funding the aggregate Total Consideration of all
validly tendered and not validly withdrawn Notes of each series having a
higher “Acceptance Priority Level” as set forth in the table above (with
1 being the highest Acceptance Priority Level)) tendered in the
applicable Offer (the “Complete Purchase Condition”). If the Complete
Purchase Condition is not satisfied with respect to any series of Notes
subject to the Offers, then Merck will not accept for purchase any Notes
of that series whether or not validly tendered. Accordingly, upon the
terms and subject to the conditions of the Offer, Merck will accept for
purchase all Notes of each series validly tendered in accordance with
the applicable Acceptance Priority Level so long as the Maximum Amount
is equal to or greater than the aggregate Total Consideration for all
tendered Notes of such series and each series having a higher Acceptance
Priority Level as further provided in the Offer to Purchase.
As of the date of the Offers, the aggregate outstanding principal amount
of the Notes was approximately $2.95 billion. The applicable Total
Consideration for each $1,000 principal amount of each series of Notes
validly tendered and not validly withdrawn pursuant to each of the
Offers was calculated in accordance with the standard market practice,
as described in the Offer to Purchase, by reference to the bid-side
yield to maturity (the “Reference Yield”) of the applicable U.S.
Treasury reference security specified in the table above as measured at
11:00 a.m., New York City time, today, Nov. 13, 2017, plus the
applicable fixed spread specified in the Offer to Purchase and indicated
in the table above. The applicable Total Consideration 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 (as defined below).
The Offers are scheduled to expire at 5:00 p.m., New York City time,
today, on Nov.13, 2017 (the “Expiration Time”). Holders must validly
tender and not validly withdraw their Notes at or prior to the
Expiration Time, and have their Notes accepted for purchase in the
Offers in order to be eligible to receive the applicable Total
Consideration. Upon the terms and conditions described in the Offer to
Purchase, payment for Notes accepted for purchase will be made promptly
after the Expiration Time (the “Settlement Date”), expected to be Nov.
15, 2017, two business days after the Expiration Time.
If any series of Notes is accepted for purchase pursuant to the Offers,
all validly tendered Notes of that series will be accepted for purchase.
No series of Notes will be subject to proration pursuant to the Offers.
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: http://www.gbsc-usa.com/Merck/.
None of Merck, the Dealer Manager, Global Bondholder Services
Corporation, any trustee, or any affiliate of any of them makes any
recommendation as to whet her or not holders of Notes should tender
Notes pursuant to the Offers. Each holder must decide whether to tender
Notes and, if tendering, the amount of Notes to tender. Holders are
urged to review carefully all information contained or incorporated by
reference in the Offer to Purchase.
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 are being made solely pursuant to the
Offer to Purchase. The Offers are not being 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 will be deemed to be 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.
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, Facebook, Instagram, YouTube, and
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 (www.sec.gov).
Claire Gillespie, 267-305-0932
Amy Klug, 908-740-1898