Merck, known as MSD outside the United States and Canada, announced that its pending acquisition of Acceleron Pharma Inc. has been cleared by the competition authorities in Germany and Austria.

As previously announced on October 12, 2021, Merck commenced, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Acceleron, for $180 in cash, without interest and less any required tax withholding. The receipt of antitrust clearance from the competition authorities in Germany and Austria satisfies one of the conditions necessary for the consummation of the tender offer. Consummation of the tender offer remains subject to other conditions described in the tender offer statement on Schedule TO filed with the US Securities and Exchange Commission (the “SEC”) on October 12, 2021, including the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”) and the tender of shares representing at least a majority of the total number of Acceleron’s outstanding shares. As previously announced on October 29, 2021, the tender offer will expire at 5:00 p.m., Eastern Time, on November 18, 2021, unless further extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The acquisition is expected to close in the fourth quarter of 2021.

The Depositary for the tender offer is Computershare Trust Company, N.A., c/o Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011. The Information Agent for the tender offer is Innisfree M&A Incorporated, 501 Madison Avenue, 20th floor, New York, NY 10022.