WHITEHOUSE STATION, N.J.--(BUSINESS WIRE)--Merck & Co., Inc. (“Merck”) (NYSE:MRK), known as MSD outside the United States and Canada, announced today the final results of the previously announced offers to purchase (collectively, the “Offers”) any and all of the outstanding notes listed in the table below (collectively, the “Notes”). On Oct. 6, 2014, Merck commenced the Offers in accordance with the terms and conditions set forth in the Offer to Purchase, dated Oct. 6, 2014 (the “Offer to Purchase”). The Offers expired at 5:00 p.m., New York City time, yesterday, on Oct. 14, 2014 (the “Expiration Time”).
The total principal amount of Notes tendered and accepted for purchase pursuant to the Offers was approximately $1.8 billion.
Merck was advised by the tender agent and information agent for the Offers that, as of the Expiration Time, the aggregate principal amount of each series of Notes specified in the table below was validly tendered and not withdrawn at or prior to the Expiration Time.
| Principal | Principal | ||||||||
| CUSIP | Amount | Amount | Aggregate Total | ||||||
| Title of Notes | Number | Outstanding | Tendered and Accepted | Consideration(1) | |||||
| 6.30% Debentures due 2026 | 589331AC1 | $250,000,000 | $96,923,000 | $129,669,405 | |||||
| 6.40% Debentures due 2028 | 589331AD9 | $500,000,000 | $173,493,000 | $236,395,008 | |||||
| 5.95% Debentures due 2028 | 589331AE7 | $500,000,000 | $142,255,000 | $189,907,185 | |||||
| 6.50% Senior Notes due 2033 | 806605AG6 | $1,150,000,000 | $432,389,000 | $616,004,910 | |||||
| 5.75% Notes due 2036 | 589331AM9 | $500,000,000 | $127,870,000 | $171,679,328 | |||||
| 5.76% Notes due 2037 | 58933NAL3 | $112,947,000 | $33,815,000 | $44,687,537 | |||||
| 6.55% Senior Notes due 2037 | 806605AH4 | $1,000,000,000 | $475,948,000 | $678,701,055 | |||||
| 5.85% Notes due 2039 | 589331AQ0 | $750,000,000 | $331,093,000 | $445,642,073 |
(1) For each series of Notes, the aggregate total consideration (the applicable purchase price 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)) to be paid in respect of all Notes of such series accepted for purchase. Amounts rounded to the nearest dollar.
The Offers were 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. Merck accepted for payment all Notes of each series validly tendered and not validly withdrawn at or prior to the Expiration Time. The Company expects to record a GAAP-only pre-tax charge of approximately $700 million in the fourth quarter of 2014 in connection with the Offers.
Payment for the Notes accepted pursuant to the Offers will be made on the expected settlement date, today, Oct. 15, 2014 (the “Settlement Date”). 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.
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”).
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as lead dealer managers (collectively, the “Dealer Managers”). Global Bondholder Services Corporation served 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.
This press release is for informational purposes only. 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 Offers were 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 was 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.
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.
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).
