Merck Begins Tender Offer to Acquire Idenix
June 20, 2014 6:30 am ET
Merck (NYSE:MRK), known as MSD outside the United States and Canada, is
commencing today, through a subsidiary, a cash tender offer to purchase
all outstanding shares of common stock of Idenix Pharmaceuticals, Inc.
(NASDAQ:IDIX). On June 09, 2014, Merck announced its intent to acquire
Idenix.
Upon the successful closing of the tender offer, stockholders of Idenix
will receive $24.50 in cash for each share of Idenix common stock
validly tendered and not validly withdrawn in the offer, without
interest and less any required withholding taxes. Following the purchase
of shares in the tender offer, Idenix 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, Idenix will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that includes
the recommendation of the Idenix board of directors that Idenix
stockholders accept the tender offer and tender their shares. As
previously communicated, the Idenix 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 Idenix
and its stockholders.
The tender offer will expire at 5:00 pm EDT on Monday, Aug. 04, 2014,
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.
MacKenzie Partners, Inc. is acting as information agent for Merck.
Credit Suisse is serving as financial advisor to Merck with this
transaction and Hughes Hubbard & Reed LLP as its legal advisor.
Centerview Partners is serving as financial advisors to Idenix in
connection with the transactions and Idenix is represented by Sullivan &
Cromwell.
Additional Information about the Tender Offer
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Idenix. Merck will file a Tender Offer
Statement on Schedule TO with the SEC, and Idenix will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the offer. Idenix shareholders and other investors are urged to read the
tender offer materials (including an Offer to Purchase, a related Letter
of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement because they contain important
information, which should be read carefully before any decision is made
with respect to the tender offer. The Offer to Purchase, the related
Letter of Transmittal and certain other documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
stockholders of Idenix at no expense to them. The Tender Offer Statement
and the Solicitation/Recommendation Statement will also be available at
no charge on the SEC’s website at www.sec.gov.
Free copies of these materials and certain other offering documents will
be available by mail by contacting Merck at One Merck Drive, Whitehouse
Station, N.J. 08889.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Merck and Idenix file annual,
quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any reporters, statements or other
information filed by Merck or Idenix 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
Idenix’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the SEC’s website at www.sec.gov.
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 www.merck.com
and connect with us on Twitter,
Facebook
and YouTube.
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. 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 Idenix 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
Idenix.
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 (www.sec.gov).
Media:
Pamela Eisele, 267-305-3558
Steve Cragle, 908-423-3461
Investors:
Joe Romanelli, 908-423-5185
Justin Holko, 908-423-5088
