Merck Announces Successful Completion of Tender Offer for Shares of Inspire Pharmaceuticals, Inc. With Over 75 Percent of Shares Tendered


May 13, 2011 7:30 am ET

Merck (NYSE: MRK), known as MSD outside the United States and Canada,
announced today that Monarch Transaction Corp., its wholly-owned
subsidiary (“Monarch”), successfully completed the cash tender offer for
all of the outstanding shares of common stock (together with the
associated preferred stock purchase rights, the “Shares”) of Inspire
Pharmaceuticals, Inc. (“Inspire”), which expired at 12:00 midnight, New
York City time, on Thursday, May 12, 2011. Computershare, Inc., the
Depositary for the tender offer, has indicated that, as of the
expiration of the tender offer, approximately 72,544,987 Shares
(excluding Shares subject to guarantees of delivery) had been validly
tendered and not properly withdrawn from the tender offer, representing
approximately 75.4 percent of the outstanding Shares on a fully diluted
basis (as determined pursuant to the Agreement and Plan of Merger (the
“Merger Agreement”) among Monarch, Merck and Inspire, dated as of April
5, 2011). All Shares that were validly tendered and not properly
withdrawn in the tender offer have been accepted for purchase and
payment at the offer price of $5.00 per share in cash, without interest
and less any applicable withholding taxes, and all holders of these
Shares will be paid promptly in accordance with the terms of the offer.

Merck intends to complete the acquisition of Inspire promptly through
the merger of Monarch with and into Inspire, with Inspire as the
surviving corporation. Pursuant to the terms and conditions of the
Merger Agreement, Monarch will exercise its top-up option to purchase a
number of newly issued Shares (the “Top-Up Option Shares”) directly from
Inspire at the same price per share paid in the tender offer in an
amount which, when taken together with the Shares purchased in the
tender offer, constitutes at least 5,000 Shares more than 90 percent of
the Shares outstanding (after giving effect to the issuance of the
Top-Up Option Shares). As a result of the tender offer and following the
purchase of the Top-Up Option Shares, Monarch will own at least 90
percent of the outstanding Shares, which is sufficient to enable Monarch
to effect the merger without a vote or meeting of Inspire’s stockholders
through the “short-form” merger provisions of Delaware law.

Merck expects to complete the acquisition of Inspire on May 16, 2011
through the merger described above. Pursuant to the terms of the Merger
Agreement, at the effective time of merger the remaining Inspire
stockholders (other than Inspire, Merck and Monarch and any of their
respective direct or indirect subsidiaries, or those stockholders who
are entitled to and properly exercise appraisal rights under Delaware
law) will become entitled to receive $5.00 per Share in cash, without
interest and less any applicable withholding taxes, the same price that
was paid in the tender offer. After the merger, Inspire will be a
wholly-owned subsidiary of Merck, Inspire shares will cease to be traded
on the NASDAQ Global Market and Inspire will no longer have reporting
obligations under the Securities and Exchange Act of 1934, as amended.

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

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, 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 (

Media Contact:
Ian McConnell, 908-423-3046
Investor Contact:
Carol Ferguson, 908-423-4465

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