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
Right”), 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.
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