Merck Launches Takeover Offer to Acquire Acceleron Pharma Inc. | Business
KENILWORTH, NJ – (BUSINESS WIRE) – October 12, 2021–
Merck (NYSE: MRK), known as MSD outside the United States and Canada, today launches, through a subsidiary, a cash takeover bid to purchase all of the shares outstanding ordinary shares of Acceleron Pharma Inc. (Nasdaq: XLRN). On September 30, 2021, Merck announced that it had entered into a definitive agreement to acquire Acceleron.
Upon successful closing of the takeover bid, Acceleron shareholders will receive $ 180 in cash for each Acceleron Common Share validly deposited and not validly withdrawn from the Offer, without interest and less any required withholding tax. Following the purchase of shares as part of the public tender offer, Acceleron will become a subsidiary of Merck.
Merck will file today with the United States Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, which provides the terms of the takeover bid. In addition, Acceleron will file with the SEC a solicitation / recommendation statement on Schedule 14D-9 which includes the recommendation of the Board of Directors of Acceleron that their shareholders accept the takeover bid and tender their shares.
The take-over bid will expire at 5:00 p.m. Eastern Time on November 10, 2021, unless extended in accordance with the merger agreement and applicable SEC rules and regulations. The closing of the tender offer is subject to certain conditions, in particular the contribution of shares representing at least the majority of the total number of Acceleron shares outstanding, the obtaining of the applicable regulatory approvals and of other usual conditions. The transaction is expected to be finalized in the fourth quarter of 2021.
For more than 130 years, Merck, known as MSD outside of the United States and Canada, has been inventing for life, providing drugs and vaccines for many of the world’s most difficult diseases as part of our mission to save and improve lives. We demonstrate our commitment to patients and the health of the population by increasing access to health care through broad policies, programs and partnerships. Today, Merck continues to be at the forefront of research to prevent and treat diseases that threaten humans and animals – including cancer, infectious diseases such as HIV and Ebola, and emerging animal diseases – as we aspire to be the premier research-intensive biopharmaceutical company. in the world. For more information visit www.merck.com and connect with us on Twitter, Facebook, Instagram, Youtube and LinkedIn.
Important information about the public tender offer
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Acceleron Pharma Inc. (“Acceleron”) common stock or any other security, nor does it replace the tender offer documents described herein. A tender offer statement on Schedule TO, including an offer to purchase, transmittal letter and related documents, will be filed today by Merck Sharp & Dohme Corp. (“Merck”) and Astros Merger Sub, Inc., a wholly owned subsidiary of Merck, with the Securities and Exchange Commission (the “SEC”), and a solicitation / recommendation statement on Schedule 14D-9 will be filed by Acceleron with the SEC.
INVESTORS AND SECURITYHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE DOCUMENTS (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTER AND CERTAIN OTHER OFFER TO PURCHASE DOCUMENTS) AND THE DECLARATION OFFERING SOLICITATION / RECOMMENDATION 14D-9 MAY CHANGE FROM TIME TO TIME BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND HOLDERS MUST CONSIDER BEFORE MAKING ANY DECISIONS REGARDING THE OFFERING OF THEIR SECURITIES.
Investors and securityholders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other documents relating to the Takeover Offer and the Solicitation / Recommendation Statement ( when available) and other documents filed with the SEC on the website maintained by the SEC. To www.sec.gov or by directing such requests to the Offer Information Agent, who will be named in the tender offer statement. In addition, Merck and Acceleron file annual, quarterly, and current reports and other information with the SEC, which are available to the public from commercial document search services and on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Merck can be obtained free of charge from Merck’s website at www.merck.com or by contacting Merck at 2000 Galloping Hill Road, Kenilworth, NJ 07033 or (908) 740-4000. Copies of documents filed with the SEC by Acceleron can be obtained free of charge from the Acceleron website at www.acceleronpharma.com or by contacting Acceleron at 128 Sidney Street, Cambridge, MA 02139 or (617) 649-9200.
Forward-looking statement by Merck & Co., Inc., Kenilworth, NJ, United States
This press release from Merck & Co., Inc., Kenilworth, NJ, United States (the “Company”) includes statements that are not statements of historical fact or “forward-looking statements”, including with regard to concerns the company’s proposed acquisition of Accéléron. These forward-looking statements include, without limitation, the ability of the Company and Acceleron to complete the transactions contemplated by the merger agreement, including the ability of the parties to meet the conditions of consumption of the contemplated offering. by it and the other conditions set out in the merger agreement, the statements on the expected timetable for the completion of the transaction, the opinions and expectations of the company and Acceleron and the statements on the benefits sought in the project acquisition of Acceleron by the company, the potential effects of the acquisition on both the company and Acceleron, the possibility of a possible termination of the merger agreement, as well as the expected profits and success of the product candidates from Acceleron. These statements are based on the current beliefs and expectations of the management of the company and are subject to significant risks and uncertainties. There can be no assurance that the conditions for closing the proposed transaction will be met on schedule or at all, with respect to pipeline products, that the products will receive the necessary regulatory approvals or that they will be met. will prove to be commercially successful. If the underlying assumptions prove to be incorrect or if risks or uncertainties materialize, actual results may differ materially from those stated in forward-looking statements.
Risks and uncertainties include, but are not limited to, uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to the number of Acceleron shareholders who will tender their shares to the offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions for the completion of the merger and the offer contemplated by it may not be met or removed; the effects of the transaction disruption contemplated by the merger agreement and the impact of the announcement and pending transaction on Acceleron’s business; the risk that a dispute between shareholders in connection with the offer or the merger could result in significant defense, indemnification and liability costs; general industry conditions and competition; general economic factors, including fluctuations in interest rates and exchange rates; the impact of the global novel coronavirus disease (COVID-19) epidemic; the impact of pharmaceutical industry regulation and health care legislation in the United States and globally; global trends towards containing health care costs; technological advances, new products and patents obtained by competitors; challenges inherent in developing new products, 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 patents and other corporate protections for innovative products; and exposure to litigation, including patent litigation, and / or regulatory actions.
The company assumes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in forward-looking statements can be found in the company’s 2020 Annual Report on Form 10-K and other available SEC filings. on the SEC website ( www.sec.gov ).
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KEYWORD: UNITED STATES NORTH AMERICA NEW JERSEY
INDUSTRY KEYWORD: SCIENCE BIOTECHNOLOGY PHARMACEUTICAL RESEARCH MEDICAL SUPPLIES GENERAL HEALTH HEALTH CLINICAL TRIALS
SOURCE: Merck & Co., Inc.
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PUB: 12/10/2021 06:45 / DISC: 12/10/2021 06:46