Merck Completes Tender Offer to Acquire Immune Design

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April 2, 2019 5:45 am EDT

KENILWORTH, N.J.–(BUSINESS WIRE)–Merck (NYSE: MRK), known as MSD outside the United States and Canada,
announced the successful completion of the cash tender offer, through a
subsidiary, for all of the outstanding shares of common stock of Immune
Design (NASDAQ: IMDZ) at a purchase price of $5.85 per share. As of the
tender offer expiration, 41,970,607 shares of common stock of Immune
Design were validly tendered and not withdrawn from the tender offer,
representing approximately 86.75 percent of the outstanding common stock
of Immune Design 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 such shares.

Merck expects to complete the acquisition of Immune Design today through
a merger of Merck’s wholly-owned subsidiary with and into Immune Design
in which all shares not tendered into the offer will be canceled and
converted into the right to receive cash equal to the $5.85 offer price
per share without interest, less any applicable withholding taxes. Upon
completion of the merger, Immune Design will become a wholly-owned
subsidiary of Merck and the common stock of Immune Design will cease to
be traded on the NASDAQ Stock Market.

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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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, 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
).



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