Merck, on Behalf of its Wholly Owned Subsidiary, Cubist Pharmaceuticals, Announces 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
January 22, 2015 3:29 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 that, in connection with the completion of the
acquisition of Cubist by Merck, Cubist has commenced a tender offer (the
“Convertible Notes Tender Offer”) to
repurchase, at the option of each holder, any and all of its outstanding
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”).
Earlier in the day on January 21, 2015, Merck completed the tender offer
for all of the outstanding shares of common stock of Cubist, consummated
the merger of Cubist into Mavec Corporation, Inc., a wholly owned
subsidiary of Merck, and terminated trading of Cubist’s common stock on
the Nasdaq Global Select Market, each of which constituted a Fundamental
Change (as defined in each of the indentures governing the Convertible
Notes (the “Indentures”)) triggering
Cubist’s obligation to commence the Convertible Notes Tender Offer.
Pursuant to the terms of the Convertible Notes Tender Offer, each holder
of the Convertible Notes has the right (the “Fundamental
Change Repurchase Right”) to require Cubist to repurchase for
cash its Convertible Notes, or any portion of the principal amount
thereof that is equal to $1,000 or an integral multiple of $1,000, on
February 23, 2015 (the “Fundamental Change
Repurchase Date”). The repurchase price (the “Fundamental
Change Repurchase Price”) for Convertible Notes validly
surrendered and not validly withdrawn will be 100% of the principal
amount of the Convertible Notes being repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the Fundamental Change
Repurchase Date. Holders may surrender their Convertible Notes from
January 22, 2015 until 11:59 p.m., Eastern Time, on February 19, 2015
(the “Fundamental Change Expiration Date”).
Tenders of the Convertible Notes must be made prior to the expiration of
the Convertible Notes Tender Offer and may be withdrawn at any time
prior to the expiration of the Convertible Notes Tender Offer through
compliance with the proper withdrawal procedures outlined in the
Fundamental Change Repurchase Right Notice, Notice of Right to Convert,
Notice of Entry into Supplemental Indenture and Offer to Repurchase to
Holders of the Convertible Notes dated January 22, 2015 (the “Offer
to Repurchase”).
To exercise the Fundamental Change Repurchase Right to have Cubist
repurchase the Convertible Notes and receive payment of the Fundamental
Change Repurchase Price, holders must validly surrender their
Convertible Notes to The Bank of New York Mellon Trust Company, N.A. as
paying agent (the “Paying Agent”) prior to
11:59 p.m., Eastern Time, on the Fundamental Change Expiration Date. The
Bank of New York Mellon Trust Company, N.A., the trustee under the
Indenture (the “Trustee”), has informed
Cubist that, as of January 22, 2015, all Convertible Notes are held
through The Depository Trust Company (“DTC”)
and that there are no certificated Convertible Notes in non-global form.
Accordingly, all Convertible Notes surrendered for repurchase or
conversion must be delivered through the Automated Tender Offer Program
transmittal procedures of DTC.
In addition, Merck has also announced on behalf of Cubist that, pursuant
to each Indenture, the Convertible Notes are convertible, at the option
of the holder, at any time until February 23, 2015. The applicable
Conversion Rate (as defined in the applicable Indenture) for 2017
Convertible Notes is 34.66199631, for the 2018 Convertible Notes is
13.17448859 and for the 2020 Convertible Notes is 13.51652926, in each
case for such Convertible Notes converted prior to February 23, 2015.
The right of holders to convert their Convertible Notes is separate from
the Fundamental Change Repurchase Right. Convertible Notes that a holder
has surrendered for repurchase pursuant to the Fundamental Change
Repurchase Right may be converted only if such holder first validly
withdraws such Convertible Notes from the Convertible Notes Tender Offer
through compliance with the proper withdrawal procedures outlined in the
Offer to Repurchase.
Holders should review the Offer to Repurchase carefully and consult with
their own financial and tax advisors. None of Cubist, Merck or any of
their respective affiliates, their respective boards of directors,
employees, advisors or representatives, the Trustee, the Paying Agent or
the Conversion Agent are making any representation or recommendation to
any holder as to whether or not to tender or refrain from tendering its
Convertible Notes in the Convertible Notes Tender Offer, or to exercise
their conversion rights (if at all).
The Paying Agent and Conversion Agent for the Convertible Notes Tender
Offer is The Bank of New York Mellon Trust Company, N.A., 525 William
Penn Place, 38th Floor, Pittsburgh, Pa. 15259, Attention:
Corporate Trust Administration, 412-236-1201. The Information Agent for
the Convertible Notes Tender Offer is MacKenzie Partners, 105 Madison
Avenue, New York, N.Y. 10016, 800-322-2885 or 212-929-5500. Any
questions and requests for assistance in connection with the Convertible
Notes Tender Offer or conversion of the Convertible Notes may be
directed to the Paying Agent, the Conversion Agent and the Information
Agent. The Offer to Repurchase detailing the purchase option and the
conversion rights is being sent by Cubist to DTC as sole record owner of
the Convertible Notes.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell the
Convertible Notes. The Convertible Notes Tender Offer is being made only
pursuant to a Tender Offer statement (including the offer to repurchase
and related materials) that Cubist will file with the securities and
exchange commission (“SEC”) and thereafter
distribute to its Noteholders. Noteholders and investors should read
carefully the Tender Offer statement because it contains important
information, including the various terms of, and conditions to, the
Convertible Notes Tender Offer. Noteholders can obtain their documents
when they are filed and become available free of charge from the SEC’s
website at www.sec.gov,
or by contacting Merck at 2000 Galloping Hill Road, Kenilworth, N.J.,
07033, 908-740-4000.
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
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 www.merck.com
and connect with us on Twitter,
Facebook
and YouTube.
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. Forward-looking statements include
statements regarding the timing and closing of the Convertible Notes
Tender Offer and any assumptions underlying the foregoing. 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; and timing of the
Convertible Notes Tender Offer.
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).
Merck
Media:
Lainie Keller, 908-236-5036
Steve Cragle, 908-740-1801
or
Investor:
Joe Romanelli, 908-740-1986
Justin Holko, 908-740-1879
