Merck to Acquire Immune Design
February 21, 2019 6:45 am ET
Acquisition Bolsters Capabilities in Vaccine Development for Infectious Diseases and Cancer
KENILWORTH, N.J. & SEATTLE & SOUTH SAN FRANCISCO, Calif.–(BUSINESS WIRE)–Merck (NYSE:MRK), known as MSD outside the United States and Canada, and
Immune Design (NASDAQ:IMDZ), today announced that the companies have
entered into a definitive agreement under which Merck, through a
subsidiary, will acquire Immune Design for $5.85 per share in cash for
an approximate value of $300 million.
“Scientists at Immune Design have established a unique portfolio of
approaches to cancer immunization and adjuvant systems designed to
enhance the ability of a vaccine to protect against infection, which
could meaningfully improve vaccine development,” said Dr. Roger M.
Perlmutter, president, Merck Research Laboratories. “This acquisition
builds upon Merck’s industry-leading programs that harness the power of
the immune system to prevent and treat disease.”
Immune Design is a late-stage immunotherapy company employing
next-generation in vivo approaches to enable the body’s immune
system to fight disease. The company’s proprietary technologies, GLAAS®
and ZVex®, are engineered to activate the immune system’s
natural ability to generate and/or expand antigen-specific cytotoxic
immune cells to fight cancer and other chronic diseases.
“Merck has a rich history of discovery and innovation and a strong track
record of developing meaningful therapeutics and vaccines,” said Dr.
Carlos Paya, president and chief executive officer, Immune Design. “We
believe this agreement creates shareholder value by positioning our
technologies and capabilities for long-term success with a leading,
research-driven biopharmaceutical company.”
Under the terms of the acquisition agreement announced today, Merck,
through a subsidiary, will initiate a tender offer to acquire all
outstanding shares of Immune Design. The closing of the tender offer
will be subject to certain conditions, including the tender of shares
representing at least a majority of the total number of Immune Design’s
outstanding shares, the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and other customary
conditions. Upon the successful completion of the tender offer, Merck
will acquire all shares not acquired in the tender through a second-step
merger. The transaction is expected to close early in the second quarter
of 2019.
Credit Suisse acted as financial advisor to Merck in this transaction
and Gibson, Dunn & Crutcher LLP as its legal advisor. Lazard acted as
financial advisor to Immune Design and Cooley LLP as its legal advisor.
Important Information about the Tender Offer
The tender offer described in this press release (the “Offer”) has not
yet commenced. This press release is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to sell
any shares of the common stock of Immune Design (“IMDZ”) or any other
securities. At the time the planned tender offer is commenced, a tender
offer statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, will be filed by Merck Sharp &
Dohme Corp. (“Merck”) and Cascade Merger
Sub Inc., a wholly-owned subsidiary of Merck (“Buyer”),
with the Securities and Exchange Commission (the “SEC”),
and a solicitation/recommendation statement on Schedule 14D-9 will be
filed by Immune Design with the SEC. The offer to purchase shares of
Immune Design common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as a
part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING
THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC at
the website maintained by the SEC at www.sec.gov
or by directing such requests to the Information Agent for the Offer,
which will be named in the tender offer statement. Additional copies of
the tender offer materials may be obtained at no charge by contacting
Merck at 2000 Galloping Hill Road, Kenilworth, N.J., 07033 or by phoning
(908) 423-1000. In addition, Merck and Immune Design file annual,
quarterly and current reports and other information with the SEC. You
may read and copy any reports or other information filed by Merck or
Immune Design at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C., 20549. For further information on the SEC public
reference room, please call 1-800-SEC-0330. Merck’s and Immune Design’s
filings with the SEC are also available to the public from commercial
document-retrieval services and at the SEC’s website at www.sec.gov.
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,
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Instagram,
YouTube
and LinkedIn.
About Immune Design
Immune Design is a late-stage immunotherapy company employing
next-generation in vivo approaches to enable the body’s
immune system to fight disease. The company’s technologies are
engineered to activate the immune system’s natural ability to generate
and/or expand antigen-specific cytotoxic immune cells to fight cancer
and other chronic diseases. G100, the company’s lead product candidate,
is a potent intratumoral TLR4 agonist that has shown clinical benefit in
multiple tumor types. Immune Design’s technologies, the fundamental
components of which were licensed from the California Institute of
Technology and the Infectious Disease Research Institute (IDRI), also
have potential application in infectious disease and allergy
indications, which are being developed through ongoing pharmaceutical
collaborations. Immune Design has offices in Seattle and South San
Francisco. For more information, please visit www.immunedesign.com.
Forward-Looking Statements
This news release includes “forward-looking statements” that involve a
number of risks and uncertainties. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. Such statements involve risks and
uncertainties, which may cause actual results to differ materially from
those set forth in these statements. For example, these forward-looking
statements could be affected by factors including, without limitation,
risks associated with the ability to consummate the proposed transaction
described herein; 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; our
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
protections for innovative products; and the exposure to litigation,
including patent litigation, and/or regulatory actions.
Additional factors that could cause results to differ materially from
those described in the forward-looking statements can be found in each
of Merck’s and Immune Design’s Annual Reports on Form 10-K and their
other filings with the Securities and Exchange Commission (SEC)
available at the SEC’s Internet site (www.sec.gov).
Merck and Immune Design are under no obligation (and expressly disclaim
any such obligation) to update or revise any forward-looking statement
that may be made from time to time, whether as a result of new
information, future developments or otherwise, except as required by law.
Merck Media:
Pamela Eisele
(267) 305-3558
Merck Investors:
Peter Dannenbaum
(908) 740-1037
Courtney Ronaldo
(908) 740-6132
Immune Design Media:
Julie Rathbun
(206) 769-9219
Immune Design Investors:
Sylvia Wheeler
(650) 392-8318
