Merck begins tender offer to acquire Idenix

Merck (NYSE:MRK), known as MSD outside the United States and Canada, is commencing today, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Idenix Pharmaceuticals, Inc. (NASDAQ:IDIX). On June 09, 2014, Merck announced its intent to acquire Idenix.

Upon the successful closing of the tender offer, stockholders of Idenix will receive $24.50 in cash for each share of Idenix common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Idenix will become a wholly-owned subsidiary of Merck.

Merck will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, which provides the terms of the tender offer. Additionally, Idenix will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Idenix board of directors that Idenix stockholders accept the tender offer and tender their shares. As previously communicated, the Idenix board of directors has determined that the merger agreement and its related transactions, including the tender offer, are advisable, fair to and in the best interests of Idenix and its stockholders.

The tender offer will expire at 5:00 pm EDT on Monday, Aug. 04, 2014, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares which, together with shares then owned by Merck (if any), represents a majority of the outstanding shares, and the expiration or the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

MacKenzie Partners, Inc. is acting as information agent for Merck. Credit Suisse is serving as financial advisor to Merck with this transaction and Hughes Hubbard & Reed LLP as its legal advisor. Centerview Partners is serving as financial advisors to Idenix in connection with the transactions and Idenix is represented by Sullivan & Cromwell.