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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Proposed
maximum aggregate value of transaction:
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fee paid:
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Fee
paid previously with preliminary materials.
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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
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filing.
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Schedule or Registration Statement No.:
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This
filing consists of “Behind the Merger with Peter Kellogg” and a related video
transcript, first available to employees on March 19, 2009 and posted on the
Merck & Co., Inc. (“Merck”) internal
website on March 20, 2009, in connection with the proposed transaction between
Merck and Schering-Plough Corporation.
Published
in The Daily on March 20, 2009
Behind the Merger With Peter
KelloggDick 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 fifth 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 or click on the icon above
to view the video or transcripts of “Behind the Merger With Peter
Kellogg.”
Behind
the Merger with Peter Kellogg
My sense
is that this merger will be seen quite differently from other pharma mergers for
a couple of reasons. First of all, because we’re going to be emphasizing the
combined pipeline and the science of the two companies as we come together. It
won’t just be about synergies and efficiency. Of course, we’ll also be focusing
on great financial results and, by the way we constructed this deal, there are
some very great benefits for shareholders and for employees.
First,
we’re going to be able to maintain the dividend of the company, going forward,
and other companies have had to cut their dividend to finance it. We structured
the financing in such a way that our tax rate will remain the same.
Finally,
we’re going to leave this company in a very strong financial position. So we
won’t be stretched. We still will be able to make the investments and grow the
business we want to going forward. In fact, my goal is for Merck coming out this
to be just as strong and just as growth-oriented and science-oriented as it was
before. So I think it will be a great fit and I hope it will be perceived as one
of the best M & A deals in the pharma sector ever.
What I
liked about the merger of Merck and Schering-Plough was that it allowed us to
maintain the focus that Merck’s been known for over time on science and
innovation. At the same time, put two companies together that could operate much
more efficiently around the world and across all different parts of the
business.
Merck
will after this deal remain a very strong financial company and that was one of
our real goals. In fact, after this merger is done, we’ll be able to maintain
our dividend, we will not have an increase in our tax rate, we’ll generate a lot
of cash every year. In fact, we advised investors that we expect to have fifteen
billion dollars in cash flow annually by 2013. So one of the things that was
important to me as CFO and for all of us as a management team, we wanted to make
sure that investors saw Merck after this transaction as the same, strong,
financially well-founded company that it was before and that I think we’ve
accomplished.
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.