SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to §240.14a-12
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Merck
& Co., Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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This
filing consists of a Template Merck & Co. and Schering-Plough Merger
Division Town Hall Presentation dated March 11, 2009.
This
communication contains “forward-looking statements” as that term is defined in
the Private Securities Litigation Reform Act of 1995. These statements are based
on management’s current expectations and involve risks and uncertainties, which
may cause results to differ materially from those set forth in the statements.
The forward-looking statements may include statements regarding product
development, product potential or financial performance. No forward-looking
statement can be guaranteed, and actual results may differ materially from those
projected. Merck undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.
Forward-looking statements in this communication should be evaluated together
with the many uncertainties that affect Merck’s business, particularly those
mentioned in the risk factors and cautionary statements set forth in Item 1A of
Merck’s Form 10-K for the year ended December 31, 2008, and in its periodic
reports on Form 10-Q and Form 8-K, which the Company incorporates by reference.
These reports are available on our website at www.merck.com and
www.schering-plough.com.
In
connection with the proposed transaction, Schering-Plough will file a
registration statement, including a joint proxy statement of Merck and
Schering-Plough, with the Securities and Exchange Commission (the “SEC”). Investors are
urged to read the registration statement and joint proxy statement (including
all amendments and supplements to it) because they will contain important
information. Investors may obtain free copies of the registration statement and
joint proxy statement when they become available, as well as other filings
containing information about Merck and Schering-Plough, without charge, at the
SEC’s Internet web site (www.sec.gov). These documents may also be obtained for
free from Schering-Plough’s Investor Relations web site
(www.schering-plough.com) or by directing a request to Schering-Plough’s
Investor Relations at (908) 298-7436. Copies of Merck’s filings may be obtained
for free from Merck’s Investor Relations Web Site (www.merck.com) or by
directing a request to Merck at Merck’s Office of the Secretary, (908)
423-1000.
Merck and
Schering-Plough and their respective directors and executive officers and other
members of management and employees are potential participants in the
solicitation of proxies from Merck and Schering-Plough shareholders in respect
of the proposed transaction.
Information
regarding Schering-Plough’s directors and executive officers is available in
Schering-Plough’s proxy statement for its 2008 annual meeting of shareholders,
filed with the SEC on April 23, 2008, and information regarding Merck’s
directors and executive officers is available in Merck’s preliminary proxy
statement for its 2009 annual meeting of stockholders, filed with the SEC on
February 25, 2009. Additional information regarding the interests of such
potential participants in the proposed transaction will be included in the
registration statement and joint proxy statement filed with the SEC in
connection with the proposed transaction.