Merck’s acquisition of Inspire to total $430 million

Under a definitive merger agreement, Merck will acquire Inspire Pharmaceuticals Inc., a pharmaceutical company that focuses on the development and commercialization of ophthalmic products

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WHITEHOUSE STATION, N.J. & RALEIGH, N.C.—Under adefinitive merger agreement, Merck, known as MSD outside of the United Statesand Canada, will acquire Inspire Pharmaceuticals Inc., a pharmaceutical companythat focuses on the development and commercialization of ophthalmic products.
Merck will be commencing a tender, through a subsidiary, forall of Inspire's outstanding common stock at a price of $5 per share in cash,for a total cash value of approximately $430 million. The offer represents a 26percent premium to the closing price of Inspire's stock on April 4, and theacquisition has been approved unanimously by both Inspire's and Merck's boardsof directors. Inspire's board has also recommend to the company's shareholdersthat they tender their shares pursuant to the offer, and Warburg Pincus PrivateEquity IX L.P., which owns approximately 28 percent of Inspire's outstandingshares, has agreed to tender its shares into the offer as well.
"This acquisition combines the talented commercializationorganization at Inspire with the excellent team already in place at Merckthereby strengthening our ophthalmology business and positioning us for futuregrowth with an expanded portfolio," says Beverly Lybrand, senior vice presidentand general manager of neuroscience and ophthalmology at Merck. "Merckcontinues to build upon its long-term commitment to improving therapeuticoptions for the treatment of eye diseases."
Merck has maintained a presence in the world ofophthalmology for years. In March, Merck's Saflutan was accepted for standardreview by the U.S. Food and Drug Administration (FDA). Saflutan is aninvestigational preservative-free prostaglandin analogue ophthalmic solution.Additionally, through its Mectizan Donation Program, Merck has donated 2.5billion Mectizan tablets worldwide since 1987, in an effort to fight againstriver blindness.
"As one of the world's leading healthcare companies, Merckis the ideal partner to enhance the long-term potential of Inspire's portfolioof ophthalmic assets," says Adrian Adams, president and CEO of Inspire. "We aredelighted that Merck recognized the strength of an integrated platformleveraging the growing Azasite (azithromycin ophthalmic solution) 1% productopportunity and the strong relationships within the ophthalmic communitycultivated by our high quality, specialty eye care sales force in the U.S.Based upon an extensive analysis of various strategic options…we believe thiscombination provides a compelling and timely opportunity for our shareholdersto realize the value of their investment in Inspire."
The tender offer's closing will be subject to certainconditions such as the tender of a number of Inspire's shares that represent amajority of Inspire's total outstanding shares (together with the shares ownedby Merck), the expiration of the waiting period as per the Hart-Scott-RodinoAntitrust Improvements Act and other customary conditions. Once the tenderoffer is completed, Merck will acquire the remaining shares through asecond-step merger.
"This deal helps address the needs of patients and customersin ophthalmology and creates value for both companies," says Lybrand.

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