Merck Announces Tender Offers for Eight Series of Notes


October 6, 2014 2:18 am ET

Merck & Co., Inc. (“Merck”) (NYSE:MRK), known as MSD outside the United
States and Canada, announced today the commencement of offers to
purchase (collectively, the “Offers”) any and all of the outstanding
notes listed 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 Oct. 6, 2014 (“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:

Principal Bloomberg Spread
CUSIP Amount Reference U.S. Treasury (Basis Hypothetical
Title of Notes     Number     Outstanding     Page     Reference Security     Points)     Purchase Price(1)
6.30% Debentures due 2026 589331AC1 $250,000,000 FIT1 2.375% due 08/15/24 +70 $1,296.52
6.40% Debentures due 2028 589331AD9 $500,000,000 FIT1 2.375% due 08/15/24 +90 $1,327.79
5.95% Debentures due 2028 589331AE7 $500,000,000 FIT1 2.375% due 08/15/24 +95 $1,285.32
6.50% Senior Notes due 2033 806605AG6 $1,150,000,000 FIT1 3.375% due 05/15/44 +60 $1,377.17
5.75% Notes due 2036 589331AM9 $500,000,000 FIT1 3.375% due 05/15/44 +65 $1,294.07
5.76% Notes due 2037 58933NAL3 $112,947,000 FIT1 3.375% due 05/15/44 +80 $1,272.89
6.55% Senior Notes due 2037 806605AH4 $1,000,000,000 FIT1 3.375% due 05/15/44 +80 $1,394.31
5.85% Notes due 2039 589331AQ0 $750,000,000 FIT1 3.375% due 05/15/44 +80 $1,302.67

(1) Per $1,000 principal amount of Notes, assuming that the
Reference Yield (as defined below) had been measured at 2:00 p.m., New
York City time, on Oct. 3, 2014 and assuming a hypothetical settlement
date of Oct. 15, 2014. Actual Reference Yield (as defined in the Offer
to Purchase) will be determined in accordance with the terms of the
Offers. See the Offer to Purchase.

The Offers are 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, as it may be amended or
supplemented. As of the date of the Offers, the aggregate outstanding
principal amount of the Notes is approximately $4.76 billion. The
applicable purchase price for each $1,000 principal amount of each
series of Notes validly tendered and not validly withdrawn pursuant to
the offer shall be 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 2:00 p.m., New York City time, on Oct. 14, 2014, unless
extended (such date and time, as may be extended, the “Price
Determination Time”) plus the applicable fixed spread specified in the
Offer to Purchase and indicated in the table above. 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 (as defined below).

The Offers will expire at 5:00 p.m., New York City time, on Oct. 14,
2014 (the “Expiration Time”), unless extended or terminated by Merck in
its sole discretion. 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 purchase price. Tendered Notes may be withdrawn
at any time at or prior to the Expiration Time. 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 one business day after the
Expiration Time.

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”).

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.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting
as lead dealer managers (collectively, the “Dealer Managers”). Global
Bondholder Services Corporation is serving 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
(866) 470-4200.

None of Merck, the Dealer Managers, Global Bondholder Services
Corporation, any trustee, or any affiliate of any of them makes any
recommendation as to whether 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 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 offer will be 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 will be 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

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.

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 (

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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