Merck known as MSD outside the United States and Canada, moment blazoned that it has withdrawn its Premerger Announcement and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act”), in connection with Merck’s pending accession of Acceleron PharmaInc. (Nasdaq XLRN). As preliminarily blazoned on October 12, 2021, Merck commenced, through a attachment, Astros Merger Sub,Inc., a cash tender offer to buy all outstanding shares of common stock of Acceleron, for$ 180 in cash, without interest and lower any required duty withholding.
Merck has tagged to withdraw its Premerger Notification and Report Form, which was originally filed on October 14, 2021, to give the Federal Trade Commission (the “ FTC”) with fresh time for review, and expects to refile similar form on or about November 1, 2021. Following the refiling, the staying period applicable to the pending accession will expire at 1159p.m., Eastern time, on or about November 16, 2021. The accession is anticipated to close in the fourth quarter of 2021.
Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the HSR Act. As a result, Astros Merger Sub,Inc. is extending the tender offer, which was preliminarily listed to expire at 500p.m., Eastern Time, on November 10, 2021, until 500p.m., Eastern time, on November 18, 2021. The tender offer may be extended further in agreement with the junction agreement and the applicable rules and regulations of theU.S. Securities and Exchange Commission (the “ SEC”). All other terms and conditions of the tender offer will remain unchanged during the extended period.
The Depositary for the tender offer is Computershare Trust Company,N.A., c/ o Voluntary Commercial Conduct,P.O. Box 43011, Providence, RI 02940-3011. The Depositary has advised Merck that, as of 500p.m., Eastern time, on October 28, 2021, the last business day previous to the advertisement of the extension of the tender offer, roughly shares of Acceleron had been validly proffered and entered, and not validly withdrawn, pursuant to the tender offer, representing roughly13.7 of Acceleron’s outstanding shares. Stockholders who have formerly proffered their shares don’t need to retender similar shares or take any other action as a result of the extension of the tender offer.
The Information Agent for the tender offer is Innisfree M&A Incorporated, 501 Madison Avenue, 20th bottom, New York, NY 10022. The tender offer accoutrements may be attained at no charge by directing a request by correspondence to Innisfree M&A Incorporated or by calling risk free at(877)800-5195, and may also be attained at no charge at the website maintained by the SEC atwww.sec.gov.
About Merck
For over 130 times, Merck, known as MSD outside of the United States and Canada, has been contriving for life, bringing forward drugs and vaccines for numerous of the world’s most grueling conditions in pursuit of our charge to save and ameliorate lives. We demonstrate our commitment to cases and population health by adding access to health care through far- reaching programs, programs and hookups. Moment, Merck continues to be at the van of exploration to help and treat conditions that hang people and creatures – including cancer, contagious conditions similar as HIV and Ebola, and arising beast conditions – as we aspire to be the premier exploration-ferocious biopharmaceutical company in the world.
Important Information About the Tender Offer
This press release is for instructional purposes only and is neither an offer to buy nor a supplication of an offer to vend any shares of the common stock of Acceleron PharmaInc. (“ Acceleron”) or any other securities, nor is it a cover for the tender offer accoutrements described herein. A tender offer statement on Schedule TO, including an offer to buy, a letter of transmittal and affiliated documents, has been filed by Merck Sharp & DohmeCorp. (“ Merck”) and Astros Merger Sub,Inc., a wholly possessed attachment of Merck, with the Securities and Exchange Commission (the “ SEC”), and a supplication/ recommendation statement on Schedule 14D-9 has been filed by Acceleron with the SEC.
INVESTORS AND SECURITY HOLDERS ARE Prompted TO READ Precisely BOTH THE TENDER OFFER MATERIALS ( INCLUDING AN OFFER TO Buy, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE Supplication/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING Giving THEIR SECURITIES.
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