Merck & Co. Commences Tender Offer for Inspire Pharmaceuticals
Merck & Co., known as MSD outside the United States and Canada, announced the commencement of the tender offer for all outstanding shares of Inspire Pharmaceuticals, Inc. 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, which owns approximately 28 % 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.
