Merck Announces Final Results of Any and All Tender Offers

November 14, 2017

KENILWORTH, N.J.--(BUSINESS WIRE)-- 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 Nov. 6, 2017, Merck commenced the Offers in accordance with the terms and conditions set forth in the Offer to Purchase, dated Nov. 6, 2017 (the “Offer to Purchase”). The Offers expired at 5:00 p.m., New York City time, on Nov. 13, 2017 (the “Expiration Time”).

The total principal amount of Notes tendered and accepted for purchase pursuant to the Offers was approximately $584.7 million, exclusive of Notes tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase). The aggregate Total Consideration (as defined in the Offer to Purchase), excluding accrued and unpaid interest, to be paid in respect of all Notes accepted for purchase pursuant to the Offers will be approximately $800.0 million.

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Time, the aggregate principal amount of each series of Notes specified in the table below was validly tendered and not withdrawn at or prior to the Expiration Time.

 
Title of Notes      

CUSIP
Number

     

Principal
Amount
Outstanding

     

Principal
Amount
Tendered and Accepted

     

Aggregate Total
Consideration(1)

6.55% Senior Notes due 2037       806605AH4       $524,052,000       $156,353,000       $226,431,978
5.85% Notes due 2039 589331AQ0 $418,907,000 $146,509,000 $199,262,496
6.50% Senior Notes due 2033 806605AG6 $717,611,000 $65,917,000 $91,836,883
5.95% Debentures due 2028 589331AE7 $357,745,000 $49,463,000 $63,865,636
5.75% Notes due 2036 589331AM9 $372,130,000 $31,323,000 $41,726,308
6.40% Debentures due 2028 589331AD9 $326,507,000 $75,724,000 $99,898,887
6.30% Debentures due 2026 589331AC1 $153,077,000 $18,015,000 $22,558,923
5.76% Notes due 2037 58933NAL3 $79,132,000 $41,401,000 $54,397,188

______________________

(1) For each series of Notes, the aggregate Total Consideration, excluding accrued and unpaid interest, 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 set forth in the Offer to Purchase. Each of the conditions to the Offers have been satisfied, and Merck accepted for payment all Notes of each series validly tendered and not validly withdrawn at or prior to the Expiration Time.

Payment for the Notes accepted pursuant to the Offers will be made on the expected settlement date, Nov. 15, 2017 (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.

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/.

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 were made solely pursuant to the Offer to Purchase. The Offers were not 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 are deemed to have been 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).

Source: Merck

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