Merck Announces Proposed Public Debt Offering


October 6, 2014 2:24 am ET

Merck & Co., Inc. (the “Company”) (NYSE:MRK), known as MSD outside the
United States and Canada, announced today the commencement of a public
offering of three series of Euro denominated senior unsecured notes due
2021, 2026 and 2034 (collectively, the “New Notes”). The exact terms and
timing of the offering will depend upon market conditions and other

The Company intends to use all or a substantial portion of the net
proceeds from the offering of the New Notes to purchase notes and
debentures that are validly tendered in connection with tender offers
launched by the Company for its 6.30% Debentures due 2026, 6.40%
Debentures due 2028, 5.95% Debentures due 2028, 6.50% Senior Notes due
2033, 5.75% Notes due 2036, 5.76% Notes due 2037, 6.55% Senior Notes due
2037, and 5.85% Notes due 2039 (collectively, the “Old Notes”). As of
the date of the Offer to Purchase, the aggregate outstanding principal
amount of the Old Notes is approximately $4.76 billion. If there are net
proceeds remaining after the tender offers, the Company intends to
redeem in whole or in part, its 4.00% Notes due 2015 and 6.00% Senior
Notes due 2017. Any remaining net proceeds will be used for general
corporate purposes, including without limitation the repayment of
outstanding commercial paper borrowings and other indebtedness with
upcoming maturities. If the net proceeds of the offering for the New
Notes are insufficient to pay for all of the notes acquired by the
Company in the tender offers, the Company will fund any additional
amounts from cash on hand, commercial paper borrowings or other amounts
available to the Company.

BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities
plc are acting as the active joint book-running managers for the
offering. Merrill Lynch International and The Royal Bank of Scotland plc
are acting as the passive joint book-running managers for the offering.

The offering of the New Notes is being made pursuant to an effective
shelf registration statement (including a base prospectus) filed with
the Securities and Exchange Commission (the “SEC”). The offering may be
made only by means of a prospectus and related prospectus supplement,
copies of which may be obtained by calling BNP Paribas at (800) 854-5674
(toll-free), Deutsche Bank AG, London Branch at (800) 503-4611
(toll-free) or J.P. Morgan Securities plc at (866) 834-4666 (toll-free)
or (212) 834-4811 (collect). An electronic copy of the registration
statement and prospectus supplement, together with the base prospectus,
is available on the SEC’s website at

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such

Additionally, this press release shall not constitute an offer to
purchase or a solicitation of an offer to sell the Company’s Old Notes
in the tender offer. The tender offer will be made only by and pursuant
to, and on the terms and subject to the conditions set forth in an offer
to purchase. Furthermore, this press release does not constitute a
notice of redemption or an obligation to issue a notice of redemption.

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
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.

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 and
Merck’s expectations for the use of proceeds from 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 (

Merck & Co., Inc.
Steve Cragle, 908-423-3461
Lainie Keller, 908-236-5036
Joe Romanelli, 908-423-5185
Justin Holko, 908-423-5088

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