Merck Completes Tender Offer to Acquire Acceleron Pharma Inc.
20 November 2021 - 10:06AM
Business Wire
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, today announced the successful completion of the cash
tender offer, through a subsidiary, Astros Merger Sub, Inc., for
all of the outstanding shares of common stock of Acceleron Pharma
Inc. (Nasdaq: XLRN), at a purchase price of $180 per share in cash,
without interest and less applicable tax withholding. As of the
tender offer expiration at 5:00 p.m., Eastern Time, on Nov. 19,
2021, 38,752,614 shares of common stock of Acceleron were validly
tendered and not withdrawn from the tender offer, representing
approximately 63.3% of the total number of Acceleron’s outstanding
shares. All such shares have been accepted for payment in
accordance with the terms of the tender offer, and Astros Merger
Sub, Inc. expects to promptly pay for such shares.
Merck intends to complete the acquisition of Acceleron through a
merger of Astros Merger Sub, Inc. with and into Acceleron, with
Acceleron being the surviving corporation, in which all shares not
tendered into the offer will be cancelled and converted into the
right to receive cash equal to the $180 offer price per share,
without interest and less any applicable tax withholding. After the
completion of the merger, Acceleron will become a wholly owned
subsidiary of Merck and the common stock of Acceleron will no
longer be listed or traded on the Nasdaq Global Market.
About Merck
For over 130 years, Merck, 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 in pursuit of our mission to save and improve lives. We
demonstrate our commitment to patients and population health by
increasing access to health care through far-reaching policies,
programs and partnerships. Today, Merck continues to be at the
forefront of research to prevent and treat diseases that threaten
people 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.
Forward-Looking Statement of Merck & Co., Inc.,
Kenilworth, N.J., USA
This news release of Merck & Co., Inc., Kenilworth, N.J.,
USA (the “company”) includes statements that are not statements of
historical fact, or “forward-looking statements.” These statements
are based upon the current beliefs and expectations of the
company’s management and are subject to significant risks and
uncertainties. 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 the global outbreak of novel coronavirus disease
(COVID-19); 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; 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 the company’s patents and
other protections for innovative products; and the exposure to
litigation, including patent litigation, and/or regulatory
actions.
The company undertakes 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 the forward-looking statements can be found
in the company’s 2020 Annual Report on Form 10-K and the company’s
other filings with the Securities and Exchange Commission (SEC)
available at the SEC’s Internet site (www.sec.gov).
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