Merck Completes Tender Offer to Acquire Idenix


August 5, 2014 5:00 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 Idenix Pharmaceuticals, Inc.
(NASDAQ:IDIX) at a purchase price of $24.50 per share. As of the tender
offer expiration yesterday, 131,693,787 shares of common stock of Idenix
were validly tendered and not withdrawn from the tender offer,
representing approximately 82.5 percent of the outstanding common stock
of Idenix 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 Idenix later today through a merger of Merck’s
wholly-owned subsidiary with and into Idenix without stockholder
approval. Upon completion of the merger, all outstanding shares of
common stock of Idenix, other than shares held by Idenix in treasury or
shares held by Idenix’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 $24.50 offer price
per share without interest, less any applicable withholding taxes.

In addition, upon completion of the merger, Idenix will become a
wholly-owned subsidiary of Merck and the common stock of Idenix will
cease to be traded on the NASDAQ Stock Market.

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
and connect with us on Twitter,
and YouTube.

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. 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.

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 (

Pamela Eisele, 267-305-3558
Steve Cragle, 908-423-3461
Joe Romanelli, 908-423-5185
Justin Holko, 908-423-5088

Unsubscribe from email alerts