Merck, on Behalf of Its Wholly Owned Subsidiary Cubist Pharmaceuticals, Announces Results of Tender Offer for Cubist’s 2.50% Convertible Senior Notes Due 2017, 1.125% Convertible Senior Notes Due 2018 and 1.875% Convertible Senior Notes Due 2020


February 23, 2015 5:03 pm ET

Merck (NYSE:MRK), known as MSD outside the United States and Canada, on
behalf of its wholly owned subsidiary Cubist Pharmaceuticals, Inc.,
today announced the results of its tender offer (the “Convertible
Notes Tender Offer
”) pursuant to which each holder of Cubist’s
2.50% Convertible Senior Notes due 2017 (the “2017
Convertible Notes
”), 1.125% Convertible Senior Notes due 2018
(the “2018 Convertible Notes”) and 1.875%
Convertible Senior Notes due 2020 (the “2020
Convertible Notes
” and together with the 2017 Convertible Notes
and 2018 Convertible Notes, the “Convertible Notes”)
had the right (the “Fundamental Change Repurchase
”), at such holder’s option, to require Cubist to repurchase
for cash all of such holder’s Convertible Notes, or any portion of the
principal amount thereof that is equal to $1,000 or an integral multiple
of $1,000 principal amount, on February 23, 2015. The Fundamental Change
Repurchase Right expired at the end of the day, immediately after 11:59
p.m., Eastern time, on February 19, 2015 (the “Fundamental
Change Expiration Time
”), and was not extended. Cubist has been
advised by The Bank of New York Mellon Trust Company, N.A., the Paying
Agent and Conversion Agent for the Convertible Notes Tender Offer, and
Mackenzie Partners, the Information Agent for the Convertible Notes
Tender Offer, that none of the Notes were validly surrendered for
repurchase prior to the Fundamental Change Expiration Time.

About Merck

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Merck Forward-Looking Statement

This news release includes “forward-looking statements” within the
meaning of the safe harbor provisions of the U.S. 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 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 (

Lainie Keller, (908) 236-5036
Steve Cragle, (908) 740-1801
Joe Romanelli, (908) 740-1986
Justin Holko, (908) 740-1879

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