Merck Announces Tender Offers for Eight Series of Notes
Merck & Co., Inc. (“Merck”) (NYSE:MRK) , known as MSD outside the United States and Canada, announced today the commencement of offers to purchase (collectively, the “Offers”) any and all of the outstanding notes listed below (collectively, the “Notes”). The Offers are being made upon, and are subject to, the terms and conditions set forth in the Offer to Purchase, dated Oct. 6, 2014 (“Offer to Purchase”).
The following table sets forth some of the terms of the Offers, which are more fully set out in the Offer to Purchase:
|Title of Notes||Number||Outstanding||Page||Reference Security||Points)||Purchase Price(1)|
|6.30% Debentures due 2026||589331AC1||$250,000,000||FIT1||2.375% due 08/15/24||+70||$1,296.52|
|6.40% Debentures due 2028||589331AD9||$500,000,000||FIT1||2.375% due 08/15/24||+90||$1,327.79|
|5.95% Debentures due 2028||589331AE7||$500,000,000||FIT1||2.375% due 08/15/24||+95||$1,285.32|
|6.50% Senior Notes due 2033||806605AG6||$1,150,000,000||FIT1||3.375% due 05/15/44||+60||$1,377.17|
|5.75% Notes due 2036||589331AM9||$500,000,000||FIT1||3.375% due 05/15/44||+65||$1,294.07|
|5.76% Notes due 2037||58933NAL3||$112,947,000||FIT1||3.375% due 05/15/44||+80||$1,272.89|
|6.55% Senior Notes due 2037||806605AH4||$1,000,000,000||FIT1||3.375% due 05/15/44||+80||$1,394.31|
|5.85% Notes due 2039||589331AQ0||$750,000,000||FIT1||3.375% due 05/15/44||+80||$1,302.67|
(1) Per $1,000 principal amount of Notes, assuming that the Reference Yield (as defined below) had been measured at 2:00 p.m., New York City time, on Oct. 3, 2014 and assuming a hypothetical settlement date of Oct. 15, 2014. Actual Reference Yield (as defined in the Offer to Purchase) will be determined in accordance with the terms of the Offers. See the Offer to Purchase.
The Offers are each subject to the terms and conditions, including an offering closing condition in connection with the New Offering described below, set forth in the Offer to Purchase, as it may be amended or supplemented. As of the date of the Offers, the aggregate outstanding principal amount of the Notes is approximately $4.76 billion. The applicable purchase price for each $1,000 principal amount of each series of Notes validly tendered and not validly withdrawn pursuant to the offer shall be calculated in accordance with the standard market practice, as described in the Offer to Purchase, by reference to the bid-side yield to maturity (the “Reference Yield”) of the applicable U.S. Treasury reference security specified in the table above as measured at 2:00 p.m., New York City time, on Oct. 14, 2014, unless extended (such date and time, as may be extended, the “Price Determination Time”) plus the applicable fixed spread specified in the Offer to Purchase and indicated in the table above. The applicable purchase price for each series of notes will be paid together with accrued and unpaid interest from, and including, the last interest payment date for such series of Notes to, but excluding, the Settlement Date (as defined below).
The Offers will expire at 5:00 p.m., New York City time, on Oct. 14, 2014 (the “Expiration Time”), unless extended or terminated by Merck in its sole discretion. Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time, and have their Notes accepted for purchase in the Offers in order to be eligible to receive the applicable purchase price. Tendered Notes may be withdrawn at any time at or prior to the Expiration Time. Upon the terms and conditions described in the Offer to Purchase, payment for Notes accepted for purchase will be made promptly after the Expiration Time (the “Settlement Date”), expected to be one business day after the Expiration Time.
Merck expects to fund the purchase of the Notes tendered from proceeds received in a new financing transaction for Euro-denominated senior unsecured notes (the “New Offering”).
If any series of Notes is accepted for purchase pursuant to the Offers, all validly tendered Notes of that series will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as lead dealer managers (collectively, the “Dealer Managers”). Global Bondholder Services Corporation is serving as the tender agent and information agent for the Offers. Questions regarding the Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). Any questions regarding procedures for tendering Notes or for documents relating to the offer should be directed to Global Bondholder Services Corporation at (866) 470-4200.
None of Merck, the Dealer Managers, Global Bondholder Services Corporation, any trustee, or any affiliate of any of them makes any recommendation as to whether or not holders of Notes should tender Notes pursuant to the Offers. Each holder must decide whether to tender Notes and, if tendering, the amount of Notes to tender. Holders are urged to review carefully all information contained or incorporated by reference in the Offer to Purchase.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell the securities described herein, nor shall there be any purchase of these securities in any state or jurisdiction in which such an offer, solicitation or purchase would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offer will be made only pursuant to the Offer to Purchase. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Merck by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
In addition, this announcement is not an offer to sell or the solicitation of an offer to buy with respect to any securities issued in the New Offering nor shall there be any sale of the securities issued in the New Offering in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Merck’s New Offering will be made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). Interested parties should read the prospectus in that registration statement, the preliminary prospectus supplement for the New Offering and the other documents that Merck has filed with the SEC that are incorporated by reference into the preliminary prospectus supplement for more complete information about Merck and the New Offering. These documents are available at no charge by visiting EDGAR on the SEC Web site at www.sec.gov.
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.
Merck Forward-Looking Statement
This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, Merck’s ability to complete the offering. These statements are based upon the current beliefs and expectations of Merck’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; 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’s 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. 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 SEC available at the SEC’s Internet site (www.sec.gov).
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