Merck Announces Pricing of Any and All Tender Offers

KENILWORTH, N.J.--()--Merck & Co., Inc. (NYSE: MRK), known as MSD outside the United States and Canada, announced today the pricing 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”). The Offers are being made upon, and are subject to, the terms and conditions set forth in the Offer to Purchase, dated Nov. 6, 2017 (the “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, and includes the applicable Total Consideration (as defined in the Offer to Purchase) for each $1,000 principal amount of each series of Notes validly tendered and not validly withdrawn. The calculation of the Total Consideration for each series of Notes assumes a settlement date of Nov. 15, 2017, the expected settlement date for the Offers.

Title of Notes   CUSIP

Number

  Principal Amount Outstanding   Bloomberg Reference Page   U.S. Treasury Reference Security   Acceptance Priority Level   Fixed

Spread (Basis Points)

  Total Consideration(1)
6.55% Senior Notes due 2037   806605AH4   $524,052,000   FIT1   3.000% due 05/15/47   1   +55   $1,448.21
5.85% Notes due 2039 589331AQ0 $418,907,000 FIT1 3.000% due 05/15/47 2 +60 $1,360.07
6.50% Senior Notes due 2033 806605AG6 $717,611,000 FIT1 3.000% due 05/15/47 3 +45 $1,393.22
5.95% Debentures due 2028 589331AE7 $357,745,000 FIT1 2.250% due 08/15/27 4 +45 $1,291.18
5.75% Notes due 2036 589331AM9 $372,130,000 FIT1 3.000% due 05/15/47 5 +50 $1,332.13
6.40% Debentures due 2028 589331AD9 $326,507,000 FIT1 2.250% due 08/15/27 6 +40 $1,319.25
6.30% Debentures due 2026 589331AC1 $153,077,000 FIT1 2.250% due 08/15/27 7 +40 $1,252.23
5.76% Notes due 2037 58933NAL3 $79,132,000 FIT1 3.000% due 05/15/47 8 +65 $1,313.91

________________________________

(1)Per $1,000 principal amount of Notes.

Merck’s obligation to accept and pay for any Notes of any series validly tendered is subject to the terms and conditions set forth in the Offer to Purchase, as it may be amended or supplemented, including, but not limited to, with respect to each series of Notes, $850,000,000, excluding accrued and unpaid interest (the “Maximum Amount”) being sufficient to fund the aggregate Total Consideration of all Notes of such series (after funding the aggregate Total Consideration of all validly tendered and not validly withdrawn Notes of each series having a higher “Acceptance Priority Level” as set forth in the table above (with 1 being the highest Acceptance Priority Level)) tendered in the applicable Offer (the “Complete Purchase Condition”). If the Complete Purchase Condition is not satisfied with respect to any series of Notes subject to the Offers, then Merck will not accept for purchase any Notes of that series whether or not validly tendered. Accordingly, upon the terms and subject to the conditions of the Offer, Merck will accept for purchase all Notes of each series validly tendered in accordance with the applicable Acceptance Priority Level so long as the Maximum Amount is equal to or greater than the aggregate Total Consideration for all tendered Notes of such series and each series having a higher Acceptance Priority Level as further provided in the Offer to Purchase.

As of the date of the Offers, the aggregate outstanding principal amount of the Notes was approximately $2.95 billion. The applicable Total Consideration for each $1,000 principal amount of each series of Notes validly tendered and not validly withdrawn pursuant to each of the Offers was 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 11:00 a.m., New York City time, today, Nov. 13, 2017, plus the applicable fixed spread specified in the Offer to Purchase and indicated in the table above. The applicable Total Consideration 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 are scheduled to expire at 5:00 p.m., New York City time, today, on Nov.13, 2017 (the “Expiration Time”). 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 Total Consideration. 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 Nov. 15, 2017, two business days after the Expiration Time.

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.

BofA Merrill Lynch is acting as dealer manager (the “Dealer Manager”) for the Offers. Questions regarding terms and conditions of the Offers should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect).

Global Bondholder Services Corporation is serving as the Information Agent and the Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Offer to Purchase can be accessed at the following link: http://www.gbsc-usa.com/Merck/.

None of Merck, the Dealer Manager, Global Bondholder Services Corporation, any trustee, or any affiliate of any of them makes any recommendation as to whet her 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 is for informational purposes only. This press release is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. 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 Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Merck

For more than a century, Merck, a leading global biopharmaceutical company known as MSD outside of the United States and Canada, has been inventing for life, bringing forward medicines and vaccines for many of the world’s most challenging diseases. 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. Today, Merck continues to be at the forefront of research to advance the prevention and treatment of diseases that threaten people and communities around the world - including cancer, cardio-metabolic diseases, emerging animal diseases, Alzheimer’s disease and infectious diseases including HIV and Ebola. For more information, visit www.merck.com and connect with us on Twitter, Facebook, Instagram, YouTube, and LinkedIn.

Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA

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; the company’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 the company’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 2016 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).

Contacts

Merck
Media:
Claire Gillespie, 267-305-0932
or
Investors:
Amy Klug, 908-740-1898

Release Summary

Merck Announces Pricing of Any and All Tender Offers

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Contacts

Merck
Media:
Claire Gillespie, 267-305-0932
or
Investors:
Amy Klug, 908-740-1898