Merck Begins Tender Offer to Acquire Cubist


December 19, 2014 8:00 am ET

Merck (NYSE:MRK), known as MSD outside the United States and Canada, is
commencing today, through a subsidiary, a cash tender to purchase all
outstanding shares of common stock of Cubist Pharmaceuticals, Inc.
(NASDAQ:CBST). On Dec. 8, 2014, Merck announced its intent to acquire

Upon the successful closing of the tender offer, stockholders of Cubist
will receive $102.00 in cash for each share of Cubist common stock
validly tendered and not properly withdrawn in the offer, without
interest and less any required withholding taxes. Following the purchase
of shares in the tender offer, Cubist will become a wholly owned
subsidiary of Merck.

Merck will file today with the U.S. Securities and Exchange Commission
(SEC) a tender offer statement on Schedule TO, which provides the terms
of the tender offer. Additionally, Cubist will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that includes
the recommendation of the Cubist board of directors that Cubist
stockholders accept the tender offer and tender their shares. As
previously communicated, the Cubist board of directors has determined
that the merger agreement and its related transactions, including the
tender offer, are advisable, fair to and in the best interests of Cubist
and its stockholders.

The tender offer will expire at the end of the day, immediately after
11:59 p.m. (Eastern Time), on Tuesday, Jan. 20, 2015, unless extended in
accordance with the merger agreement and the applicable rules and
regulations of the SEC. The closing of the tender offer is subject to
customary terms and conditions, including the tender of a number of
shares which, together with shares then owned by Merck (if any),
represents a majority of the outstanding shares, and the expiration or
the termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act.

Additional Information about the Tender Offer

This news release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares. Merck
will file a tender offer statement on Schedule TO with the SEC, and
Cubist will file a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. The tender offer materials
(including an offer to purchase, a related letter of transmittal and
other tender offer documents) and the solicitation/ recommendation
statement will contain important information that holders of Cubist
common stock shares are urged to read carefully when they become
available, as each may be amended or supplemented from time to time and
because they will contain important information that holders of shares
of Cubist common stock should consider before making any decision
regarding tendering their shares. The tender offer materials will be
made available to Cubist’s stockholders at no expense to them. In
addition, all of those materials (and other tender offer documents filed
with the SEC) will be made available at no charge on the SEC’s website
Additional copies of the tender offer materials may be obtained at no
charge by contacting Merck at 2000 Galloping Hill Road, Kenilworth,
N.J., 07033 or by phoning (908) 740-4000. In addition, Merck and Cubist
file annual, quarterly and current reports and other information with
the SEC. You may read and copy any reports or other information filed by
Merck or Cubist at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C., 20549. For further information on the SEC public
reference room, please call 1-800-SEC-0330. Merck’s and Cubist’s filings
with the SEC are also available to the public from commercial
document-retrieval services and at the SEC’s website at

In this transaction, J.P. Morgan and Deutsche Bank served as financial
advisors to Merck. J.P. Morgan is acting as its dealer manager in
connection with the tender offer, and MacKenzie Partners, Inc. is acting
as its information agent in connection with the tender offer. Hughes
Hubbard & Reed LLP and Baker & McKenzie served as its legal advisors.
Morgan Stanley & Co. LLC and Goldman, Sachs & Co. served as financial
advisors to Cubist, and Ropes & Gray LLP served as its legal advisor.

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. For more information,
and connect with us on Twitter,
and YouTube.

Merck Forward-Looking Statement

This news release includes “forward-looking statements.” Forward-looking
statements include statements regarding the timing and closing of the
tender offer and the merger transactions, the ability of Merck to
complete the transactions considering the various closing conditions,
and any assumptions underlying any of the foregoing. These statements
are based upon the current beliefs and expectations of Merck’s
management and are subject to significant risks and uncertainties. There
can be no guarantees with respect to pipeline products that the products
will receive the necessary regulatory approvals or that they will prove
to be commercially successful. 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; the exposure to litigation, including patent
litigation, and/or regulatory actions; timing of the tender offer and
merger; uncertainties as to how many Cubist stockholders will tender
shares in the tender offer; the possibility that competing offer may be
made; the possibility that various closing conditions to transactions
may not be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transactions; or that a material adverse effect occurs with respect to

Merck undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as may be required by law. 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 (

Lainie Keller, 908-236-5036
Steve Cragle, 908-740-1801
Joe Romanelli, 908-740-1986
Justin Holko, 908-740-1879

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