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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Definitive
Proxy Statement
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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 “More Answers to Your Top Merger Questions” and “You Asked:
What Is a Reverse Merger and What Is the Practical Effect of This Form of
Merger?” posted on the Merck & Co., Inc. (“Merck”) internal
website on March 13, 2009, in connection with the proposed transaction between
Merck and Schering-Plough Corporation.
March
13, 2009
You
Asked: What Is a Reverse Merger and What Is the Practical Effect of This Form of
Merger?
A reverse
merger is a type of transaction structure in which the target company ends up as
the parent instead of the subsidiary. Merck’s reverse merger with
Schering-Plough will not change how new Merck will be governed or the ownership
interest of its shareholders in any way differently from a conventional merger.
This means that upon completion of the merger, the following will be the same as
if Merck and Schering had entered into a conventional merger:
• the
percentage of the new company that will be owned by Merck
shareholders,
• the
percentage of the new company that will be owned by Schering-Plough
shareholders,
• the
value (in cash and stock) that Schering-Plough shareholders will receive when
the merger is completed,
• the
number of Merck directors and Schering-Plough directors that will comprise the
new Merck board,
• the
executive leadership of the new company, and
• the
name of the new company.
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 Merck’s and Schering-Plough’s 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 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’ annual reports on Form 10-K for the year ended December 31,
2008, in their respective quarterly reports on Form 10-Q and in their respective
current reports on Form 8-K, including, the current report on Form 8-K filed by
Merck on March 10, 2009, each of which is incorporated by
reference.
These
reports are available 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.