TRC Capital and offer for Merck Inc. shares
Merck . known as MSD outside the United States and Canada, has been notified that TRC Capital Investment Corporation (TRC Capital) has commenced an unsolicited “mini-tender” offer, dated November 12, 2024, to purchase up to 1,000,000 shares of Merck common stock at $96.38 per share.
The offer price is approximately 4.32% below the closing price of the Merck common stock on November 11, 2024 ($100.73), the last trading day before the date of the offer, and approximately 3.48% below the closing price of the Merck common stock on November 21, 2024 ($99.86), the day prior to this release. Merck does not endorse TRC Capital’s offer and recommends that Merck shareholders reject the offer and not tender their shares in response to TRC Capital’s unsolicited mini-tender offer. This mini-tender offer is at a price below the closing price for Merck’s shares (as of the day prior to this release) and is subject to numerous conditions, including TRC Capital’s ability to obtain financing. Merck is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation. TRC Capital has made similar unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers seek to acquire less than 5% of a company's outstanding shares. This lets the offering company avoid many of the disclosure and procedural requirements the U.S. Securities and Exchange Commission (SEC) requires for tender offers. As a result, mini-tender offers do not provide investors the same level of protections as provided by larger tender offers under U.S. federal securities laws.
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