Merck Commences Tender Offer for all Outstanding Shares of Inspire Pharmaceuticals, Inc.
April 15 2011 - 9:01AM
Business Wire
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, today announced the commencement of the tender offer for
all outstanding shares of Inspire Pharmaceuticals, Inc. (NASDAQ:
ISPH) for $5.00 per share in cash without interest and less any
applicable withholding taxes. The tender offer is being made by
Monarch Transaction Corp., a wholly owned subsidiary of Merck,
pursuant to a previously announced Agreement and Plan of Merger,
dated as of April 5, 2011, by and among Merck, Monarch Transaction
Corp. and Inspire. As previously disclosed, Warburg Pincus Private
Equity IX, L.P., which owns approximately 28 percent of the
outstanding shares of Inspire, has agreed, among other things, to
tender all of its shares in the tender offer.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on May 12, 2011, unless extended in accordance with
the definitive agreement and the applicable rules and regulations
of the Securities and Exchange Commission (SEC). Any extension of
the tender offer will be followed as promptly as practicable by a
public announcement of such extension no later than 9:00 a.m., New
York City time, on the next business day after the previously
scheduled expiration date. The tender offer is subject to customary
conditions, including the acquisition by Merck of a majority of the
outstanding shares of Inspire common stock on a fully diluted basis
and the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act.
Today, Merck will file with the SEC a tender offer statement on
Schedule TO, setting forth in detail the terms of the tender offer.
Inspire will also file today with the SEC a
solicitation/recommendation statement on Schedule 14D-9, setting
forth in detail, among other things, the unanimous recommendation
of Inspire’s board of directors that Inspire’s stockholders accept
the tender offer, tender their Inspire shares pursuant to the
tender offer and, if required by applicable law, adopt the
Agreement and Plan of Merger and the transactions contemplated
thereby.
The Depositary for the tender offer is Computershare, Inc., c/o
Voluntary Corporate Actions, P.O. Box 43011, Providence, RI
02940-3011. The Information Agent for the tender offer is Georgeson
Inc., 199 Water Street – 26th floor, New York, NY 10038. The tender
offer materials may be obtained at no charge by directing a request
by mail to Georgeson Inc. or by calling toll-free at (800)
279-6913.
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 consumer care 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. For more information, visit
www.merck.com.
Notice to Investors
This release is neither an offer to purchase nor a solicitation
of an offer to sell securities. The offer to buy the outstanding
shares of common stock of Inspire is being made pursuant to a
tender offer statement on Schedule TO containing an offer to
purchase, form of letter of transmittal and related materials filed
by Monarch Transaction Corp. with the SEC on April 15, 2011.
Inspire has filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer with the SEC.
The tender offer statement (including the offer to purchase,
related letter of transmittal and other tender offer documents) and
the solicitation/recommendation statement, as they may be amended
from time to time, contain important information that should be
read carefully before making any decision to tender securities in
the tender offer. These materials have been or will be sent
free of charge to all stockholders of Inspire. Investors may also
obtain a free copy of these materials (and all other tender offer
documents filed with the SEC) on the SEC's website: www.sec.gov.
The Schedule TO (including the offer to purchase and related
materials) and the Schedule 14D-9 (including the
solicitation/recommendation statement), may also be obtained for
free by contacting Georgeson Inc., the information agent for the
tender offer, toll-free at (800) 279-6913.
Merck Forward-Looking Statement
This news release includes “forward-looking statements”.
Forward-looking statements are statements that are not historical
facts. Such statements may include, but are not limited to,
statements about the benefits of the merger between Merck and
Schering-Plough, including future financial and operating results,
the combined company’s plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
Merck’s management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in
the forward-looking statements.
The following factors, among others, could cause actual results
to differ from those set forth in the forward-looking statements:
the possibility that the expected synergies from the merger of
Merck and Schering-Plough will not be realized, or will not be
realized within the expected time period; the impact of
pharmaceutical industry regulation and health care legislation; the
risk that the businesses will not be integrated successfully;
disruption from the merger making it more difficult to maintain
business and operational relationships; Merck’s ability to
accurately predict future market conditions; dependence on the
effectiveness of Merck’s patents and other protections for
innovative products; the risk of new and changing regulation and
health policies in the United States and internationally and the
exposure to 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 2010 Annual
Report on Form 10-K and the company’s other filings with the
Securities and Exchange Commission (SEC) available at the SEC’s
Internet site (www.sec.gov).
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