Merck to Acquire Idenix
June 9, 2014 6:30 am ET
Acquisition Expands Portfolio of Promising Investigational Therapies for Hepatitis C
Merck (NYSE:MRK), known as MSD outside the United States and Canada, and
Idenix Pharmaceuticals, Inc. (NASDAQ: IDIX), today announced that the
companies have entered into a definitive agreement under which Merck
will acquire Idenix for $24.50 per share in cash. The transaction, which
values the purchase of Idenix at approximately $3.85 billion, has been
approved by the boards of directors of both companies.
“Idenix has established a promising portfolio of hepatitis C candidates
based on its expertise in nucleoside/nucleotide chemistry and prodrug
technologies,” said Dr. Roger Perlmutter, president, Merck Research
Laboratories. “Idenix’s investigational hepatitis C candidates
complement our promising therapies in development and will help advance
our work to develop a highly effective, once-daily, all oral,
ribavirin-free, pan-genotypic regimen that has a duration of treatment
as short as possible for millions of patients in need around the world.”
Idenix is a biopharmaceutical company engaged in the discovery and
development of medicines for the treatment of human viral diseases,
whose primary focus is on the development of next-generation oral
antiviral therapeutics to treat hepatitis C virus (HCV) infection. The
company currently has three HCV drug candidates in clinical development:
two nucleotide prodrugs (IDX21437 and IDX21459) and a NS5A inhibitor
(samatasvir). These novel candidates are being evaluated for their
potential inclusion in the development of all oral, pan-genotypic
fixed-dose combination regimens.
“Merck has established a strong legacy of leadership and innovation in
treating hepatitis C,” said Ron Renaud, Idenix’s President and Chief
Executive Officer. “This agreement creates shareholder value by
positioning Idenix’s strong portfolio of candidates for future success
with a leading healthcare company with the experience and commitment to
develop fixed-dosed combinations with the potential to impact the global
burden of hepatitis C.”
Merck’s research and development portfolio includes several HCV
medicines in development, the leading of which is a combination of
MK-5172, an investigational HCV NS3/4A protease inhibitor and MK-8742,
an investigational HCV NS5A replication complex inhibitor. The
combination of these two investigational candidates has received
Breakthrough Therapy designation from the U.S. Food and Drug
Administration for the treatment of HCV. In April 2014, Merck announced
initiation of Phase 3 clinical trials for MK-5172/MK-8742 to evaluate
the combination with and without ribavirin in various genotypes and
across a broad range of patient populations with chronic HCV. Study
information can be found at www.clinicaltrials.gov.
Under the terms of the agreement, Merck, through a subsidiary, will
initiate a tender offer to acquire all outstanding shares of Idenix
Pharmaceuticals, Inc. 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 Idenix’s outstanding shares (assuming
the exercise of all options), the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act and other customary
conditions. Upon the completion of the tender offer, Merck will acquire
all remaining shares through a second-step merger. The companies expect
the transaction to close in the third quarter of 2014.
Credit Suisse acted as financial advisor to Merck in this transaction
and Hughes Hubbard & Reed LLP as its legal advisor. Centerview Partners
acted as financial advisor to Idenix and Sullivan & Cromwell as its
legal advisor.
Important Information about the Tender Offer
The tender offer for the outstanding shares of Idenix 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
shares, nor is it a substitute for the tender offer materials that Merck
and its subsidiary will file with the Securities and Exchange Commission
(SEC). At the time the planned tender offer is commenced, a tender offer
statement on Schedule TO will be filed by Merck with the SEC and Idenix
will file a solicitation/recommendation statement on Schedule 14D-9,
with respect to the tender offer. The tender offer materials (including
an offer to purchase, a related letter of transmittal and other tender
offer documents) and the solicitation/recommendation statement will
contain important information that holders of Idenix common stock shares
are urged to read carefully when they become available, as each may be
amended or supplemented from time to time, and because they will contain
important information that holders of shares of Idenix common stock
should consider before making any decision regarding tendering their
shares. The tender offer materials will be made available to Idenix’s
stockholders at no expense to them. In addition, all of those materials
(and other tender offer documents filed with the SEC) will be made
available at no charge on the SEC’s website at www.sec.gov.
Additional copies of the tender offer materials may be obtained at no
charge by contacting Merck at One Merck Drive, Whitehouse Station, NJ,
08889 or by phoning (908) 423-1000. In addition, Merck and Idenix file
annual, quarterly and current reports and other information with the
SEC. You many read and copy any reports or other information filed by
Merck or Idenix 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 Idenix’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
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
and connect with us on Twitter,
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and YouTube.
About Idenix
Idenix Pharmaceuticals, Inc. is a biopharmaceutical company engaged in
the discovery and development of drugs for the treatment of human viral
diseases. Idenix is headquartered in Cambridge, Massachusetts (USA). Its
clinical development operations and drug discovery operations are
conducted in Cambridge and in the Company’s European laboratories in
Montpellier, France. Idenix’s current focus is on the treatment of
patients with hepatitis C infection.
Merck Forward-Looking Statement
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. Forward looking statements
include statements regarding the timing and closing of the tender offer
and the merger transactions, the ability of Merck to complete the
transactions considering the various closing conditions, and any
assumptions underlying any of the foregoing. These statements are based
upon the current beliefs and expectations of Merck’s management and are
subject to significant risks and uncertainties. There can be no
guarantees with respect to pipeline products that the products will
receive the necessary regulatory approvals or that they will prove to be
commercially successful. 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; Merck’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 Merck’s patents and other protections
for innovative products; the exposure to litigation, including patent
litigation, and/or regulatory actions; timing of the tender offer and
merger; uncertainties as to how many Idenix stockholders will tender
shares in the tender offer; the possibility that competing offer may be
made; the possibility that various closing conditions to transactions
may not be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transactions; or that a material adverse effect occurs with respect to
Idenix.
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 2013 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).
Idenix Forward Looking Statement
This press release contains “forward-looking statements” for purposes of
the safe harbor provisions of The Private Securities Litigation Reform
Act of 1995, including but not limited to the statements regarding the
Company’s future business and financial performance. For this purpose,
any statements contained herein that are not statements of historical
fact may be deemed forward-looking statements. Without limiting the
foregoing, the words “expect,” “plans,” “anticipates,” “intends,”
“will,” and similar expressions are also intended to identify
forward-looking statements, as are expressed or implied statements with
respect to the Company’s potential pipeline candidates, including any
expressed or implied statements regarding the efficacy and safety of
samatasvir, IDX21437 or IDX21459 or any other drug candidate; the
successful development of novel combinations of direct-acting antivirals
for the treatment of HCV; the likelihood and success of any future
clinical trials involving samatasvir, IDX21437 or IDX21459 or any other
drug candidates; and expectations with respect to funding of operations
and future cash balances. Actual results may differ materially from
those indicated by such forward-looking statements as a result of risks
and uncertainties, including but not limited to the following: there can
be no guarantees that the Company will advance any clinical product
candidate or other component of its potential pipeline to the clinic, to
the regulatory process or to commercialization; management’s
expectations could be affected by unexpected regulatory actions or
delays; uncertainties relating to, or unsuccessful results of, clinical
trials, including additional data relating to the ongoing clinical
trials evaluating its product candidates; the Company’s ability to
obtain additional funding required to conduct its research, development
and commercialization activities; changes in the Company’s business plan
or objectives; the ability of the Company to attract and retain
qualified personnel; competition in general; and the Company’s ability
to obtain, maintain and enforce patent and other intellectual property
protection for its product candidates and its discoveries. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be
materially different from any future results, performance or
achievements expressed or implied by such statements. These and other
risks which may impact management’s expectations are described in
greater detail under the heading “Risk Factors” in the Company’s annual
report on Form 10-K for the year ended December 31, 2013 as filed with
the SEC and in any subsequent periodic or current report that the
Company files with the SEC.
All forward-looking statements reflect the Company’s estimates only as
of the date of this release (unless another date is indicated) and
should not be relied upon as reflecting the Company’s views,
expectations or beliefs at any date subsequent to the date of this
release. While Idenix may elect to update these forward-looking
statements at some point in the future, it specifically disclaims any
obligation to do so, even if the Company’s estimates change.
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Merck
Media:
Pamela Eisele, 267-305-3558
Steve Cragle, 908-423-3461
or
Investors:
Joe Romanelli, 908-423-5185
Justin Holko, 908-423-5088
or
Idenix
Media/Investors:
Teri Dahlman, 617-995-9807
