Merck Completes Tender Offer to Acquire Imago BioSciences, Inc.
11 Januar 2023 - 12:45PM
Business Wire
Merck (NYSE: MRK), known as MSD outside of the United States and
Canada, today announced the successful completion of the cash
tender offer, through a subsidiary, for all of the outstanding
shares of common stock of Imago BioSciences, Inc. (Nasdaq: IMGO),
at a purchase price of $36.00 per share in cash, without interest
and subject to deduction for any required tax withholding. As of
the tender offer expiration at one minute after 11:59 p.m., Eastern
Time, on January 10, 2023, 31,307,028 shares of common stock of
Imago were validly tendered and not withdrawn from the tender
offer, representing approximately 89.2% of the total number of
Imago’s outstanding shares on a fully diluted basis. All such
shares have been accepted for payment in accordance with the terms
of the tender offer, and Merck expects to promptly pay for such
shares.
Merck intends to complete today the acquisition of Imago through
a merger of Merck’s wholly owned subsidiary with and into Imago,
with Imago 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 $36.00 offer price per share,
without interest and subject to deduction for any required tax
withholding. After the completion of the merger, Imago will become
a wholly owned subsidiary of Merck and the common stock of Imago
will no longer be listed or traded on the Nasdaq Global Market.
About Merck Merck, known as MSD outside of the United
States and Canada, we are unified around our purpose: We use the
power of leading-edge science to save and improve lives around the
world. For more than 130 years, we have brought hope to humanity
through the development of important medicines and vaccines. We
aspire to be the premier research-intensive biopharmaceutical
company in the world – and today, we are at the forefront of
research to deliver innovative health solutions that advance the
prevention and treatment of diseases in people and animals. We
foster a diverse and inclusive global workforce and operate
responsibly every day to enable a safe, sustainable and healthy
future for all people and communities. 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., Rahway,
N.J., USA This news release of Merck & Co., Inc., Rahway,
N.J., USA (the “company”) includes “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements
are based upon the current beliefs and expectations of the
company’s management and are subject to significant risks and
uncertainties. There can be no guarantees with respect to pipeline
candidates that the candidates 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 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. Additional factors that could cause
results to differ materially from those described in the
forward-looking statements can be found in the company’s Annual
Report on Form 10-K for the year ended December 31, 2021 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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