Merck Prices $8.0 Billion Debt Offering


February 5, 2015 7:37 pm ET

Merck & Co., Inc. (the “Company”) (NYSE:MRK), known as MSD outside of
the United States and Canada, priced today an $8.0 billion public
offering of senior unsecured notes (collectively, the “Notes”). The
Notes include:

$300 million of floating rate notes due February 2017

$700 million of floating rate notes due February 2020

$1,250 million of 1.850% notes due February 2020

$1,250 million of 2.350% notes due February 2022

$2,500 million of 2.750% notes due February 2025

$2,000 million of 3.700% notes due February 2045

The Company intends to use a substantial portion of the net proceeds of
the offering to repay commercial paper issued to substantially finance
the Company’s acquisition of Cubist Pharmaceuticals, Inc., which closed
on Jan. 21, 2015. Any remaining net proceeds will be used for general
corporate purposes, including without limitation repurchases of the
Company’s common stock, and the repayment of outstanding commercial
paper borrowings and upcoming debt maturities. The offering is expected
to close on Feb. 10, 2015, subject to customary closing conditions. J.P.
Morgan Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse
Securities (USA) LLC are acting as the active joint book-running
managers for the offering.

The offering of the Notes is being made pursuant to an effective shelf
registration statement (including a base prospectus) filed with the
Securities and Exchange Commission (the “SEC”). The offering may be made
only by means of a prospectus and related prospectus supplement, copies
of which may be obtained by calling J.P. Morgan Securities LLC at (212)
834-4533 (collect), Deutsche Bank Securities Inc. at (800) 503-4611
(toll-free) or Credit Suisse Securities (USA) LLC at (800) 221-1037
(toll-free). An electronic copy of the registration statement and
prospectus supplement, together with the base prospectus, is available
on the SEC’s website at

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such

About Merck

Today’s Merck is a global health care 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 health care through
far-reaching policies, programs and partnerships.

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. Such statements may include, but are not
limited to, Merck’s ability to complete the offering and Merck’s
expectations for the use of proceeds from the offering. 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 offering.

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

Unsubscribe from email alerts