Merck Commences Tender Offer for all Outstanding Shares of Inspire Pharmaceuticals, Inc.


April 15, 2011 8:01 am ET

Merck (NYSE: MRK), known as MSD outside the United States and Canada,
today announced the commencement of the tender offer for all outstanding
shares of Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) for $5.00 per
share in cash without interest and less any applicable withholding
taxes. The tender offer is being made by Monarch Transaction Corp., a
wholly owned subsidiary of Merck, pursuant to a previously announced
Agreement and Plan of Merger, dated as of April 5, 2011, by and among
Merck, Monarch Transaction Corp. and Inspire. As previously disclosed,
Warburg Pincus Private Equity IX, L.P., which owns approximately 28
percent of the outstanding shares of Inspire, has agreed, among other
things, to tender all of its shares in the tender offer.

The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on May 12, 2011, unless extended in accordance with the definitive
agreement and the applicable rules and regulations of the Securities and
Exchange Commission (SEC). Any extension of the tender offer will be
followed as promptly as practicable by a public announcement of such
extension no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date. The tender
offer is subject to customary conditions, including the acquisition by
Merck of a majority of the outstanding shares of Inspire common stock on
a fully diluted basis and the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act.

Today, Merck will file with the SEC a tender offer statement on Schedule
TO, setting forth in detail the terms of the tender offer. Inspire will
also file today with the SEC a solicitation/recommendation statement on
Schedule 14D-9, setting forth in detail, among other things, the
unanimous recommendation of Inspire’s board of directors that Inspire’s
stockholders accept the tender offer, tender their Inspire shares
pursuant to the tender offer and, if required by applicable law, adopt
the Agreement and Plan of Merger and the transactions contemplated

The Depositary for the tender offer is Computershare, Inc., c/o
Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011.
The Information Agent for the tender offer is Georgeson Inc., 199 Water
Street – 26th floor, New York, NY 10038. The tender offer materials may
be obtained at no charge by directing a request by mail to Georgeson
Inc. or by calling toll-free at (800) 279-6913.

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

Notice to Investors

This release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The offer to buy the outstanding shares of
common stock of Inspire is being made pursuant to a tender offer
statement on Schedule TO containing an offer to purchase, form of letter
of transmittal and related materials filed by Monarch Transaction Corp.
with the SEC on April 15, 2011. Inspire has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to
the tender offer with the SEC. The tender offer statement (including
the offer to purchase, related letter of transmittal and other tender
offer documents) and the solicitation/recommendation statement, as they
may be amended from time to time, contain important information that
should be read carefully before making any decision to tender securities
in the tender offer.
These materials have been or will be sent free
of charge to all stockholders of Inspire. Investors may also obtain a
free copy of these materials (and all other tender offer documents filed
with the SEC) on the SEC’s website:
The Schedule TO (including the offer to purchase and related materials)
and the Schedule 14D-9 (including the solicitation/recommendation
statement), may also be obtained for free by contacting Georgeson Inc.,
the information agent for the tender offer, toll-free at (800) 279-6913.

Merck Forward-Looking Statement

This news release includes “forward-looking statements”. Forward-looking
statements are statements that are not historical facts. 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 (

Ian McConnell, 908-423-3046
Carol Ferguson or Joe Romanelli, 908-423-5185

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