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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Date
Filed:
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This
filing consists of “Your Top Merger Questions: Answered!” posted on the Merck
& Co., Inc. (“Merck”) internal website on April 30, 2009, in connection with
the proposed transaction between Merck and Schering-Plough
Corporation.
Published
in The Daily on April 30 article 1
Your
Top Merger Questions: Answered!
Although
we are not able to answer all the questions you have about our planned merger
with Schering-Plough, we will continue to answer, when possible, your most
frequently asked ones. Below is the latest set based on the questions posed
around the Employee Business Briefing.
Please
note that, at this point, we are unable to answer your questions about specific
plans because those decisions have not been made yet. However, we will
communicate new information and provide answers to questions as soon as
possible.
If you
have additional questions or comments about the planned merger, e-mail the Integration Team, in
the Outlook directory.
A. Many things have changed,
including the health care environment and the global economy. Our proposed
merger with Schering-Plough is a uniquely suitable one. The combined company
will benefit from:
·
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a
formidable research and development
pipeline;
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·
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a
significantly broader portfolio of medicines and
vaccines;
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·
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an
expanded global presence, particularly in high-growth emerging markets;
and
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·
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a
more diversified business with the addition of consumer and animal health
businesses.
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A. Merck has no plans to
change its employee benefits plans as a result of the merger. Merck's Global
Benefits regularly reviews benefits to ensure they are appropriate.
A. It is too soon to know the
answer to that question. What we can say is that ultimately, when the merger and
the integration of the two companies are complete, we expect a 15-percent
reduction in the combined workforce of the new company. Beyond that overall
number, we cannot break down the specific percentage reductions by company,
division or function. It is important to note that we will not perform a
complete top down review of all Merck employees, but in
some targeted areas, these reviews will be conducted. In addition, we will
strategically retain and deploy Schering-Plough's top talent and a substantial
majority of Schering-Plough employees are expected to remain with the combined
company.
A. As part of the integration
process, the Executive Committee and the Integration Management Office are
closely examining culture. The cultural aspirations of both companies are
remarkably similar, and what matters most to our companies is the same:
improving global health, a commitment to ethics and integrity, customer trust
and value, accountability, and a strong grounding in science and innovation.
These common, core elements will serve as the foundation of the culture of the
new company. These will not change. However, Executive Committee has chosen to
leverage this merger as an opportunity to drive focus on three elements of
culture that will differentiate us in the industry. These three cultural drivers
for the new company will be:
·
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Rapid
and disciplined decision-making
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A. It's premature to discuss
any specific plans. A successful integration requires the careful inspection and
assessment of real estate holdings, community commitments and employee needs.
The Integration Team from Global Services is working closely with the
Integration Management Office on how best to bring together the Merck and
Schering-Plough facilities.
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 2009 annual meeting of shareholders,
filed with the SEC on April 27, 2009, 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.