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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computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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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
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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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maximum aggregate value of transaction:
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This
filing consists of a transcript of a video presentation given by Kenneth C.
Frazier, Executive Vice President and President, Global Human Health, of Merck
& Co., first available to employees on March 16, 2009.
Behind
the Merger with Ken Frazier
This is
an exciting opportunity for global human health and Merck because the proposed
combination of Schering and Merck provides a significantly broader portfolio of
products which are complementary to our existing franchises. At the same time it
allows us to expand our business across geographic regions where Schering is
very strong outside the U.S. with about 70% of its sales. Most importantly it
allows our sales representatives who already have very strong relationships with
their customers to have an even broader set of products, to be even more
relevant to our customers on every level.
This
combination is also good for patients because it allows us to bring to
physicians and caregivers a broader line of therapies.
Currently
Merck has Fosamax plus D as well as Gardasil and these products respond to the
needs of women who have osteoporosis as well as protecting women against
cervical cancer. Now, together, we will have products that address fertility
needs as well as contraceptive needs. So once again, we bring forward a broader
stable of products that meet the needs of women across the age
spectrum.
Over the
past few years, we’ve been working very hard in Global Human Health to ensure
that our customer facing model meets the needs of all of our customers:
patients, payers, and physicians. Schering-Plough has also worked on having a
more customer- centric model. As we bring together these businesses, I believe
we’ll have the basis to combine them and to ensure that our customers have the
right kinds of interactions across the spectrum of opportunities that we would
like to provide them.
What’s
most exciting to me about this merger, is that this combination provides us with
a strong, deep, group of products that are in the market now. But perhaps most
importantly, because this business is about innovation, I am excited about the
pipelines that we are bringing together once again in complementary areas of
medicine. And I believe when you look at this broad, deep pipeline of novel
products, you will see that this combination will make Merck and Schering
together a formidable, strong company for many years to come.
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.