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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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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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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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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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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Total
fee paid:
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Fee
paid previously with preliminary materials.
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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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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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This
filing consists of “Behind the Merger with Bruce Kuhlik” and a related video
transcript, first available to employees on March 22, 2009 and posted on the
Merck & Co., Inc. (“Merck”) internal
website on March 22, 2009, in connection with the proposed transaction between
Merck and Schering-Plough Corporation.
Published
in The Daily March 22
Behind
the Merger With Bruce Kuhlik
Dick
Clark and other members of the Executive Committee have filmed a series of short
videos to provide you with more details on the recent Merck and Schering-Plough
merger. This video is the sixth in the series, each highlighting different
aspects of the merger agreement. Each video segment will only be available for
one week from its distribution date.
Transcripts
are available in English, Spanish, Portuguese, French, Chinese, Korean, Russian,
Japanese, Italian and German.
Click here to view
the video or transcripts of "Behind the Merger with Bruce Kuhlik."
Behind
the Merger with Bruce Kuhlik
So we’ve
just announced a tremendously exciting combination of Merck and Schering-Plough
Corporation, which is just going to benefit everybody; our shareholders, our
employees, patients, health care professionals all around the world. It’s just
tremendously exciting for all of us. This is a merger and it’s actually
structured as a reverse merger and what that means is that Merck & Co.,
Inc.; which is the corporate structure in which Merck exists right now, will be
merged into a corporate subsidiary of Schering-Plough Corporation and become a
subsidiary of Schering-Plough.
Now the
Schering-Plough parent corporation is going to be renamed Merck and Dick will
become the CEO of the new, renamed Merck company, the Merck Board of Directors
and three representatives of the current Schering Board of Directors will become
the new board of directors.
Each
share of Merck’s stock that is held right now will be automatically converted
into a share of stock in the new parent corporation of the combined company and
each Schering stock/share will be converted into cash and a fraction of
the [New]1
Merck stock. At the end of the day, the surviving – as we say "corporate entity"
– is the Schering-Plough Corporation, it will be named Merck. We’ve done that
for a variety of reasons, actually for a number of legal, financial, and tax
planning reasons; this structure works very well for us.
I know
everybody is really excited about the merger and wants to get on with it and
take the company forward. People need to understand right now, that the
announcement of the merger agreement itself doesn’t change anything. Merck and
Schering-Plough remain separate companies right now and will remain separate
until the merger is closed. Which means that it’s been voted on and been
approved by both company’s shareholders, it’s been approved by the government
authorities where that’s needed as well. We expect that to happen in the fourth
quarter.
Up until
that time, Schering remains a competitor, Merck is a competitor of Schering’s
and we should follow the same guidelines that you’ve been following with respect
to Schering and every other company right now.
Of course
we have an integration team led by Adam Schechter, and you’ll be getting a lot
of instructions from Adam and his team about how to go about planning for the
merger once it closes. But for now, please remember we’re separate companies,
treat everything that way.
What is
so exciting about this combination with Schering for me is the pipeline, the
products, and the people. This is such a great opportunity for all of us at
Merck and for patients and for healthcare professionals all around the world. I
just can’t wait to be a part of it!
Forward-Looking
Statements
This communication
includes “forward-looking
statements”
within the meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Such
statements may include, but are not limited to, statements about the
benefits of the proposed merger between Merck and Schering-Plough, including
future financial and operating results, the combined company’s plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Merck’s and Schering-Plough’s management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements.
The
following factors, among others, could cause actual results to differ from those
set forth in the forward-looking statements: the possibility that the expected
synergies from the proposed merger of Merck and Schering-Plough will not be
realized, or will not be realized within the expected time period, due to, among
other things, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry; the ability to obtain
governmental and self-regulatory organization approvals of the merger on the
proposed terms and schedule; the actual terms of the financing required for the
merger and/or the failure to obtain such financing; the failure of
Schering-Plough or Merck stockholders to approve the merger; the risk that the
businesses will not be integrated successfully; disruption from the merger
making it more difficult to maintain business and operational relationships; the
possibility that the merger does not close, including, but not limited to, due
to the failure to satisfy the closing conditions; Merck’s and Schering-Plough’s
ability to accurately predict future market conditions; dependence on the
effectiveness of Merck’s and Schering-Plough’s patents and other protections for
innovative products; the risk of new and changing regulation and health policies
in the U.S. and internationally and the exposure to litigation and/or regulatory
actions. 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. Additional factors that could cause results to
differ materially from those described in the forward-looking statements can be
found in Merck’s 2008 Annual Report on Form 10-K, Schering-Plough’s 2008 Annual
Report on Form 10-K and each company’s other filings with the Securities and
Exchange Commission (the “SEC”) available at the SEC’s Internet site
(www.sec.gov).
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 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 proxy statement for its
2009 annual meeting of stockholders, filed with the SEC on March 13,
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.