On December 17, 2019 Merck (NYSE: MRK), known as MSD outside the United States and Canada, is reported, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of ArQule, Inc. (Nasdaq: ARQL) (Press release, Merck & Co, DEC 17, 2019, View Source [SID1234552436]). On Dec. 9, 2019, Merck announced its intent to acquire ArQule.
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Upon the successful closing of the tender offer, stockholders of ArQule will receive $20 in cash for each share of ArQule common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes.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, ArQule will become a wholly-owned subsidiary of Merck.
Merck will file today with the U.S. Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, which provides the terms of the tender offer. Additionally, ArQule will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the ArQule board of directors that their stockholders accept the tender offer and tender their shares.
The tender offer will expire at one minute past 11:59 pm Eastern Time on January 15, 2020, 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 of common stock of ArQule, and the expiration or the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close early in the first quarter of 2020.
Additional Information About the Tender Offer
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of ArQule, Inc. ("ArQule") or any other securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed today by Merck Sharp & Dohme Corp. and Argon Merger Sub, Inc., a wholly-owned subsidiary of Merck, with the SEC, and a solicitation/recommendation statement on Schedule 14D-9 will be filed today by ArQule with the SEC. The offer to purchase shares of ArQule common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the offer, which will be named in the tender offer statement. Additional copies of the tender offer materials may be obtained at no charge by contacting Merck at 2000 Galloping Hill Road, Kenilworth, N.J., 07033 or by phoning (908) 423-1000. In addition, Merck and ArQule file annual, quarterly and current reports and other information with the SEC. Merck’s and ArQule’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.