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
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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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o
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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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 a letter to Global Service employees dated March 11,
2009.
Dear Global Services
Colleagues,
On
Monday, we announced our merger with Schering-Plough, our long-term partner, to
create a new, stronger global healthcare leader uniquely positioned for success
with a formidable research and development pipeline, a significantly broader
portfolio of medicines and an expanded presence in key international markets,
particularly in high-growth emerging markets.
A merger
of this size is not typical for our company. But I am fully confident that we
will not only successfully integrate Schering-Plough into Merck, we will also be
able to quickly benefit from our combined capabilities across products, pipeline
and people.
Many of
you may have questions about what this merger will mean for our division, and
for your work. First of all, it's important to remember that we are still
separate companies, and will remain so until the transaction closes later this
year. We still need to deliver on our commitments, and we still need to remain
focused on our goals. We will be continuing our efforts around COMET in the
U.S., the global implementation of Hire-to-Retire, and the launch of the new
intranet portal worldwide. We also must keep our heads down and stay
focused on the work we already have under way in Facilities Management as well
as the important initiatives we are committed to within each of our
groups.
In spite
of this, there will be initiatives we slow down or no longer pursue to allow us
to thoughtfully integrate our companies. For example, Executive Committee has
already made the decision to delay our COMET implementations outside the U.S.,
until we have an opportunity to evaluate the impact of the merger on our current
plans and timing.
I will
share more information on this topic at an upcoming Town Hall meeting, which is
currently being scheduled. I encourage all of you to plan to attend, to hear
more about what our combination with Schering-Plough will bring to our
mission.
I hope
you share with me the same level of excitement and expectation about this
combination. I am sure you are proud to be part of this significant milestone in
the history of our company and will join me as we create a new, stronger
healthcare leader.
Sincerely,
Chris
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.