Merck Prices EUR 2.5 Billion Debt Offering
Merck & Co., Inc. (the “Company”) (NYSE:MRK) , known as MSD outside of the United States and Canada, priced today EUR 2.5 billion public offering of three series of Euro-denominated senior unsecured notes (collectively, the “New Notes”). Based on Oct. 3, 2014, closing exchange rates the EUR 2.5 billion equates to approximately $3.1 billion. The notes include:
EUR 1.0 billion of 1.125% notes due Oct. 2021
EUR 1.0 billion of 1.875% notes due Oct. 2026
EUR 500 million of 2.500% notes due Oct. 2034
The Company intends to use all or a substantial portion of the net proceeds from the offering of the New Notes to purchase notes and debentures that are validly tendered in connection with tender offers launched by the Company for certain outstanding notes and debentures (collectively, the “Old Notes”). If there are net proceeds remaining after the tender offers, the Company intends to redeem in whole or in part, its 4.00% Notes due 2015 and 6.00% Senior Notes due 2017. Any remaining net proceeds will be used for general corporate purposes, including without limitation the repayment of outstanding commercial paper borrowings and other indebtedness with upcoming maturities. If the net proceeds of the offering for the New Notes are insufficient to pay for all of the notes and debentures acquired by the Company in the tender offers, the Company will fund any additional amounts from cash on hand, commercial paper borrowings or other amounts available to the Company. The offering is expected to close on Oct. 15, 2014, subject to customary closing conditions. BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc are acting as the active joint book-running managers for the offering. Merrill Lynch International and The Royal Bank of Scotland plc are acting as the passive joint book-running managers for the offering.
The offering of the New 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 BNP Paribas at (800) 854-5674 (toll-free), Deutsche Bank AG, London Branch at (800) 503-4611 (toll-free) or J.P. Morgan Securities plc at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). An electronic copy of the registration statement and prospectus supplement, together with the base prospectus, is available on the SEC’s website at www.sec.gov.
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 jurisdiction.
Additionally, this press release shall not constitute an offer to purchase or a solicitation of an offer to sell the Company’s Old Notes in the tender offers. The tender offers will be made only by and pursuant to, and on the terms and subject to, the conditions set forth in an offer to purchase. Furthermore, this press release does not constitute a notice of redemption or an obligation to issue a notice of redemption.
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.
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 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. 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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