SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
|
Filed
by the Registrant x
|
|
Filed
by a Party other than the Registrant o
|
|
Check
the appropriate box:
|
|
o
|
Preliminary
Proxy Statement
|
|
o
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
o
|
Definitive
Proxy Statement
|
|
o
|
Definitive
Additional Materials
|
|
x
|
Soliciting
Material Pursuant to §240.14a-12
|
|
Merck
& Co., Inc.
|
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
|
|
Payment
of Filing Fee (Check the appropriate box):
|
|
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
|
|
(3)
|
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):
|
|
|
|
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
|
|
(5)
|
Total
fee paid:
|
|
|
|
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
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.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
|
|
(3)
|
Filing
Party:
|
|
|
|
|
|
|
(4)
|
Date
Filed:
|
|
|
|
|
|
|
|
|
|
|
|
|
This
filing consists of “More Answers to Your Top Merger Questions,” first available
to employees on the Merck & Co., Inc. (“Merck”) internal
website on March 19, 2009, in connection with the proposed transaction between
Merck and Schering-Plough Corporation.
Published
in The Daily on March 19, 2009
More
Answers to Your Top Merger Questions
Although
we are unable to answer every question we’ve received following the March 9
announcement that Merck and Schering-Plough have entered into a definitive
merger agreement, we’ve been
providing answers to some of your top merger questions. Below are 3
more.
Q. Will
stock option prices be adjusted to account for the merger, similar to what was
done with Medco?
A. No.
For Merck employees, the equity will be exchanged for equity in the
surviving company one for one with no adjustment in exercise price. The
adjustment applied in the past was related to a different type of transaction: a
spin-off as opposed to a reverse merger.
Q. Will
the new Merck continue to use the name MSD outside North America?
A. This
transaction will not impact use of the name MSD.
Q. If the
MRK-SGP transaction is accretive from an EPS perspective, why is the dividend
being maintained at the pre-merger MRK level ($1.52) rather than also being
accretive and combining the two dividends (MRK $1.52 + SGP $0.26)?
A. As
merger consideration, each Schering-Plough shareholder will receive $10.50 in
cash and 0.5767 new shares in the surviving public company, which is to be
renamed Merck. Based on this formula, the company will issue ~1.0 billion
new shares. As a result, maintaining our dividend at $1.52 per share will
result in an increase in total dividends paid from $3.2 billion annually to $4.7
billion annually. Incremental operating cash flows provided by Schering-Plough’s
existing businesses and merger synergies will be the primary source of funds for
the $1.5 billion increase in annual dividend payouts. Dividends are a critical
component of providing value and returning cash to shareholders and we will
continue to monitor and assess the appropriate level of the dividend going
forward.
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.