Merck Begins Tender Offer to Acquire Immune Design
March 5, 2019 6:45 am ET
KENILWORTH, N.J.–(BUSINESS WIRE)–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 Immune Design (NASDAQ: IMDZ).
On Feb. 21, 2019, Merck announced its intent to acquire Immune Design.
Upon the successful closing of the tender offer, stockholders of Immune
Design will receive $5.85 in cash for each share of Immune Design 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stock validly tendered and not validly withdrawn in the offer, without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, Immune Design 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, Immune Design will file with the SEC
a solicitation/recommendation statement on Schedule 14D-9 that includes
the recommendation of the Immune Design board of directors that their
stockholders accept the tender offer and tender their shares.
The tender offer will expire at 12:00 am EDT on April 2, 2019, 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. The transaction is
expected to close early in the second quarter of 2019.
Additional Information about the Tender Offer
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any shares of
the common stock of Immune Design (“IMDZ”) or any other securities. A
tender offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents, will be filed by Merck
Sharp & Dohme Corp. (“Merck”) and
Cascade Merger Sub Inc., a wholly-owned subsidiary of Merck (“Buyer”),
with the Securities and Exchange Commission (the “SEC”),
and a solicitation/recommendation statement on Schedule 14D-9 will be
filed by Immune Design with the SEC. The offer to purchase shares of
Immune Design common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as a
part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING
THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC at
the website maintained by the SEC at www.sec.gov
or by directing such requests to the Information Agent for the Offer,
which will be named in the tender offer statement. 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) 423-1000. In addition, Merck and Immune Design 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
Immune Design 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 Immune Design’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
For more than a century, Merck, a leading global biopharmaceutical
company known as MSD outside of the United States and Canada, has been
inventing for life, bringing forward medicines and vaccines for many of
the world’s most challenging diseases. 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 health care through far-reaching policies, programs
and partnerships. Today, Merck continues to be at the forefront of
research to advance the prevention and treatment of diseases that
threaten people and communities around the world – including cancer,
cardio-metabolic diseases, emerging animal diseases, Alzheimer’s disease
and infectious diseases including HIV and Ebola. For more information,
visit www.merck.com and connect
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and LinkedIn.
Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA
This news release of Merck & Co., Inc., Kenilworth, N.J., USA (the
“company”) includes “forward-looking statements” that are based upon the
current beliefs and expectations of the company’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, risks associated
with the ability to consummate the proposed transaction described
herein; 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; the
company’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 the company’s patents and other protections for
innovative products; and the exposure to litigation, including patent
litigation, and/or regulatory actions.
The company 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 the company’s 2018 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 (www.sec.gov)
Media Contacts:
Pamela Eisele
(267) 305-3558
Investor Contacts:
Peter Dannenbaum
(908) 740-1037
Courtney Ronaldo
(908) 740-6132
