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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by the Registrant x
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by a Party other than the Registrant o
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Check
the appropriate box:
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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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Definitive
Proxy Statement
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Definitive
Additional Materials
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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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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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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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fee paid:
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paid previously with preliminary materials.
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Filed:
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This
filing consists of employee business briefing materials.
Employee
Business Briefing: Executive Committee Discusses Merger
Announcement
At an
Employee Business Briefing yesterday, Merck's Executive Committee made the most
of their first opportunity to speak to Merck employees about the recently
announced Merck Schering-Plough merger agreement.
A
Compelling Combination
Merck
Chairman, President and CEO Dick Clark spoke about the value of the planned
merger, highlighting the areas of Schering-Plough's business that complement
Merck's. These include:
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a
diversified product portfolio across important therapeutic
areas;
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a
strong presence outside the U.S., particularly in emerging
markets;
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a
well-developed pipeline; and
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A
Broad Portfolio
Ken
Frazier, executive vice president and president, Global Human Health (GHH),
discussed the tremendous opportunities an expanded portfolio will create for our
sales representatives. This is particularly true for the therapeutic areas –
like Respiratory and Women's Health – where sales reps will be able to provide
physicians with multiple options for their patients' needs.
At the
same time, Schering-Plough has significant market presence in the emerging
markets where Merck has been looking to expand. The combination of an increased
product portfolio and a broader reach create an environment that is well-aligned
with GHH's new business model.
ITPS
("It's the Pipeline, Stupid!")
Executive
Vice President and President of Merck Research Laboratories Peter S. Kim took
some liberties with an old adage to make a simple point regarding the importance
of a robust pipeline. He expressed excitement about the opportunity
to merge Merck's leadership in key research areas with the innovation of
Schering-Plough. Peter stressed that the caliber of Schering-Plough's
scientists and the complementary nature of the two companies' pipelines is
remarkable.
Although
both companies have been focusing in the same therapeutic areas, there is very
little overlap in the mechanism of actions they've been
studying. Peter was most enthusiastic about the therapeutic areas
where both companies have made first-to-market discoveries, and believes the
combined company will have the best pipeline in the industry "by
far."
An
Expanded Manufacturing Network
The Merck
Manufacturing Division (MMD) is looking forward to integrating Schering-Plough's
operations with Merck's existing manufacturing capabilities. Executive Vice
President and President of MMD Willie Deese said that Merck will
achieve even greater synergies by applying its lean manufacturing and
sourcing strategies throughout an expanded network.
Good
Financial Sense
In his
remarks, Executive Vice President and Chief Financial Officer Peter Kellogg
explained that the merger will be "accretive" to Merck's shareholders. Accretion
refers to our ability to deliver better earnings as a combined company (with
Schering-Plough) than as a stand-alone company.
In
addition to the shareholder value, Peter explained that the merger is not
expected to impact the company's credit ratings and it is expected to generate
additional cash flow by 2013, giving the company access to cash for long-term
investments.
100
Pages of Legal Language in 5 Minutes
Executive
Vice President and General Counsel Bruce Kuhlik delivered a quick review of the
more than 100-page merger agreement. One of the topics he covered was the
"reverse merger" process. This process will bring Merck and Schering-Plough
together in several steps. They include:
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1.
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Merck
& Co., Inc. will become a subsidiary of
Schering-Plough.
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2.
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Schering-Plough
will be renamed "Merck."
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3.
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Dick
Clark will be the leader of the new
Merck.
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4.
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Shares
for the new "Merck" will be issued to existing Merck
shareholders.
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Integration
of Sites and Systems
Global
Services will be responsible for integrating the systems and technologies of the
two separate companies. Executive Vice President, Global Services,
and Chief Information Officer Chris Scalet confirmed that the U.S. launch of
COMET and the global launch of Hire-to-Retire remain on track, with just 116
days until "go live" on July 6. Other projects, including the planned launches
of COMET in EMEAC and APAC, will be delayed until a more detailed assessment can
be completed.
People
Principles
Like
Merck, one of Schering-Plough's greatest assets is the talent of its workforce.
Mirian Graddick-Weir, executive vice president, Human Resources, shared her
excitement over our opportunity to benefit from the talents and capabilities
that Schering-Plough's people will bring to the combined company.
During
the integration, the chief focus will be on retaining and deploying Schering's
top talent and making sure that we integrate their people, the majority of whom
will join Merck colleagues in the combined company, across every division and
function. We are also instituting an immediate hiring freeze in both companies,
except for "critical jobs."
By
adhering to the principles of Respect for People and Open and Transparent
Communications, Mirian believes we can help set Merck and Schering-Plough up for
a successful integration.
What
Comes Next
The new
company is expected to be created by the end of 2009. Adam Schechter,
president, Global Pharmaceuticals, GHH, will lead the integration team for
Merck. Merck's Executive Committee will become the management team
for the new company, with Dick Clark assuming leadership.
For more
information, view the slide deck from the Employee Business Briefing. [link to
slide deck]
Forward-Looking
Statements
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 both Merck’s and Schering-Plough’s managements 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
and Schering-Plough undertake 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 either companies’
business, particularly those mentioned in the risk factors and cautionary
statements set forth in Item 1A of either companies’ 10-K for the year ended
December 31, 2008, and in their periodic reports on Form 10-Q and Form 8-K,
which the companies incorporate by reference.
These
reports are available at www.merck.com and
www.schering-plough.com.
Additional
Information
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 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 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’s Office of the Secretary at (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
February 25, 2009. Additional information regarding the interests of
such potential participants in the proposed transaction will be included in the
registration and joint proxy statement filed with the SEC in connection with the
proposed transaction.
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.