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Merck Announces Successful Completion of Tender Offer for Shares of Inspire Pharmaceuticals, Inc. With Over 75 Percent of Shares Tendered


WHITEHOUSE STATION, N.J.,- Merck (NYSE: MRK), known as MSD outside the United States and Canada, announced today that Monarch Transaction Corp., its wholly-owned subsidiary (“Monarch”), successfully completed the cash tender offer for all of the outstanding shares of common stock (together with the associated preferred stock purchase rights, the “Shares”) of Inspire Pharmaceuticals, Inc. (“Inspire”), which expired at 12:00 midnight, New York City time, on Thursday, May 12, 2011. Computershare, Inc., the Depositary for the tender offer, has indicated that, as of the expiration of the tender offer, approximately 72,544,987 Shares (excluding Shares subject to guarantees of delivery) had been validly tendered and not properly withdrawn from the tender offer, representing approximately 75.4 percent of the outstanding Shares on a fully diluted basis (as determined pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among Monarch, Merck and Inspire, dated as of April 5, 2011). All Shares that were validly tendered and not properly withdrawn in the tender offer have been accepted for purchase and payment at the offer price of $5.00 per share in cash, without interest and less any applicable withholding taxes, and all holders of these Shares will be paid promptly in accordance with the terms of the offer.

Merck intends to complete the acquisition of Inspire promptly through the merger of Monarch with and into Inspire, with Inspire as the surviving corporation. Pursuant to the terms and conditions of the Merger Agreement, Monarch will exercise its top-up option to purchase a number of newly issued Shares (the “Top-Up Option Shares”) directly from Inspire at the same price per share paid in the tender offer in an amount which, when taken together with the Shares purchased in the tender offer, constitutes at least 5,000 Shares more than 90 percent of the Shares outstanding (after giving effect to the issuance of the Top-Up Option Shares). As a result of the tender offer and following the purchase of the Top-Up Option Shares, Monarch will own at least 90 percent of the outstanding Shares, which is sufficient to enable Monarch to effect the merger without a vote or meeting of Inspire’s stockholders through the “short-form” merger provisions of Delaware law.

Merck expects to complete the acquisition of Inspire on May 16, 2011 through the merger described above. Pursuant to the terms of the Merger Agreement, at the effective time of merger the remaining Inspire stockholders (other than Inspire, Merck and Monarch and any of their respective direct or indirect subsidiaries, or those stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will become entitled to receive $5.00 per Share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer. After the merger, Inspire will be a wholly-owned subsidiary of Merck, Inspire shares will cease to be traded on the NASDAQ Global Market and Inspire will no longer have reporting obligations under the Securities and Exchange Act of 1934, as amended.

About Merck
Today’s Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships. For more information, visit


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