Merck Completes Tender Offer to Acquire Cubist
January 21, 2015 8:00 am ET
Merck (NYSE: MRK), known as MSD outside the United States and Canada,
announced the successful completion of the tender offer for all of the
outstanding shares of common stock of Cubist Pharmaceuticals, Inc.
(NASDAQ: CBST) at a purchase price of $102.00 per share. As of the
tender offer expiration yesterday, 58,039,667 shares of common stock of
Cubist were validly tendered and not properly withdrawn from the tender
offer, representing approximately 75.7 percent of the outstanding common
stock of Cubist on a fully diluted basis. All of such shares have been
accepted for payment in accordance with the terms of the tender offer,
and Merck expects to promptly pay for all such shares.
Following consummation of the tender offer, Merck expects to complete
the acquisition of Cubist later today through a merger of Merck’s wholly
owned subsidiary with and into Cubist without stockholder approval. Upon
completion of the merger, all outstanding shares of common stock of
Cubist, other than shares held by Cubist in treasury or shares held by
Cubist’s stockholders who are entitled to and properly exercise
appraisal rights under Delaware law, will be canceled and converted into
the right to receive cash equal to the $102.00 offer price per share
without interest, less any applicable withholding taxes.
In addition, upon completion of the merger, Cubist will become a wholly
owned subsidiary of Merck and the common stock of Cubist will cease to
be traded on the NASDAQ Stock Market.
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well. Merck is known as MSD outside the United States and Canada.
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Merck Forward-Looking Statement
This news release includes “forward-looking statements”. 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 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 except as required by applicable 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 Securities and
Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).
Lainie Keller, 908-236-5036
Steve Cragle, 908-740-1801
Joe Romanelli, 908-740-1986
Justin Holko, 908-740-1879