Merck & Co., Inc. Responds to Below-Market ``Mini-tender'' Offer.WHITEHOUSE STATION, N.J. -- On Aug. 19, 2004, Merck received notification of an unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective mini-tender offer mini-tender offer An offer to purchase less than 5% of a company's stock. Investors are at greater danger in a mini-tender offer because it is not subject to many of the SEC disclosure and procedural protections that apply to traditional tender offers. being made by TRC TRC Noun (in South Africa) Truth and Reconciliation Commission: a commission which encourages people who committed human rights abuses or acts of terror during the apartheid era to reveal the truth about their crimes in return for immunity from prosecution Capital Corporation, a Toronto-based company, to purchase up to 2.5 million shares of Merck common stock, representing approximately 0.11 percent of Merck's outstanding shares, for a price of $44.00 per share in cash. Merck does not in any way recommend or endorse TRC's mini-tender offer and expresses no opinion as to whether Merck stockholders should tender their shares in the mini-tender offer. Merck is not associated with TRC, the offer or the offer documentation. TRC's offer of $44.00 per share is less than the $45.81 per share closing price of Merck's shares on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. on Aug. 18, the day before TRC commenced the offer. The offer price is also below the Aug. 30 closing price of $ 44.93 per share. The TRC offer is subject to a number of conditions, including TRC obtaining financing. There is no assurance that the conditions to the offer will be satisfied. Merck stockholders are cautioned that TRC has made numerous below-market mini-tender offers for the shares of other companies, and that TRC can extend the offer and delay payment beyond the currently scheduled expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of Sept. 17, or amend the offer, including the price. The Securities and Exchange Commission (SEC) has cautioned investors about offers of this nature. Mini-tender offers, which are offers to buy less than 5 percent of a company's stock, "have been increasingly used to catch investors off guard," according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. an investor alert posted on the SEC's Web site. Merck stockholders should be aware that many of the SEC's tender offer rules do not apply to mini-tender offers. To read more about the risks of mini-tender offers, please review the alert at: http://www.sec.gov/investor/pubs/minitend.htm. Merck stockholders who may have tendered their shares are advised that, according to TRC's offering documents, they may withdraw their shares by providing written notice to TRC in accordance with the offering documents prior to the expiration of the offer. According to the offering documents, TRC's offer will expire at 12:01 a.m. on Sept. 17, unless the offer is extended by TRC. Merck advises stockholders to consult their financial advisors concerning this offer. About Merck Merck & Co., Inc. is a global research-driven pharmaceutical products company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health, directly and through its joint ventures. Forward-Looking Statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains forward-looking statements. These statements involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, product potential or financial performance. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Merck undertakes no obligation to publicly update any forward-looking statement, whether as result of new information, future events, or otherwise. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect Merck's business, particularly those mentioned in the cautionary statements in Item 1 of Merck's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended Dec. 31, 2003, and in its periodic reports on Form 10-Q Form 10-Q See 10-Q. and Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. (if any) which Merck incorporates by reference. |
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