Merck and Inspire Announce Expiration of Hart-Scott-Rodino Act Waiting Period Relating to Tender Offer for Shares of Inspire
April 28 2011 - 8:30AM
Business Wire
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, and Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) today
announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended ("HSR") has expired
in connection with the previously announced cash tender offer made
by Monarch Transaction Corp., a wholly owned subsidiary of Merck,
to purchase all of the outstanding shares of common stock of
Inspire.
As previously announced on April 15, 2011, Merck commenced,
through Monarch Transaction Corp., its tender offer for all
outstanding shares of Inspire for $5.00 per share in cash without
interest and less any applicable withholding taxes. The tender
offer is being made pursuant to an offer to purchase and related
letter of transmittal, each dated April 15, 2011, and an Agreement
and Plan of Merger, dated as of April 5, 2011, by and among Merck,
Monarch Transaction Corp. and Inspire.
The expiration of the HSR waiting period satisfies one of the
conditions necessary for the consummation of the tender offer. The
tender offer and withdrawal rights are 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”).
Consummation of the tender offer remains subject to other customary
conditions described in the tender offer statement on Schedule TO
filed with the SEC on April 15, 2011 (as amended), including the
tender of a majority of the outstanding shares of Inspire's common
stock, determined on a fully diluted basis.
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, and may also be obtained at no charge at the website
maintained by the SEC at www.sec.gov.
About Inspire
Inspire is a specialty pharmaceutical company focused on
developing and commercializing ophthalmic products. Inspire's
specialty eye care sales force generates revenue from the promotion
of AZASITE® (azithromycin ophthalmic solution) 1% for
bacterial conjunctivitis. Inspire receives royalties based on net
sales of RESTASIS® (cyclosporine ophthalmic emulsion) 0.05% and
DIQUASTM Ophthalmic Solution 3% (diquafosol tetrasodium) in Japan.
For more information, visit www.inspirepharm.com.
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).
Inspire Forward-Looking Statement
The forward-looking statements in this news release relating to
management's expectations and beliefs are based on preliminary
information and management assumptions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including: statements regarding the
expected completion of the tender offer or merger, including the
timing thereof, and satisfaction of the conditions necessary for
the consummation of the tender offer; Inspire’s ability to develop
and commercialize its ophthalmology business; any statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. Investors and security holders are cautioned
not to place undue reliance on these forward-looking statements.
Actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause results to differ from expectations
include: uncertainties as to the timing of the tender offer and
merger; uncertainties as to how many of Inspire stockholders will
tender their stock in the tender offer; the risk that competing
offers will be made; the possibility that various closing
conditions for the tender offer or merger may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the tender offer
or merger; the effects of disruption from the tender offer or
merger, making it more difficult to maintain relationships with
employees, licensees, other business partners or governmental
entities; other business effects, including the effects of
industry, economic or political conditions outside of Inspire's
control; transaction costs; actual or contingent liabilities; and
other risks and uncertainties discussed in documents filed with the
SEC by Inspire. Inspire does not undertake any obligation to update
any forward-looking statements as a result of new information,
future developments or otherwise, except as expressly required by
law.
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