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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(4)
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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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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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Schedule or Registration Statement No.:
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This
filing consists of “Behind the Merger with Willie Deese” and a related video
transcript, first available to employees on March 18, 2009 and posted 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
Behind
the Merger With Willie Deese
Dick
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 fourth in the series, each highlighting different
aspects of the merger agreement. New segments will be posted throughout the
week. 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 Willie Deese.”
Behind
the Merger with Willie Deese
I think
this merger is very important to MMD. If you think about what we said were the
strategic directives for our division going forward; we said we wanted to be
able to support emerging markets. This merger brings a broad footprint in
emerging markets and capabilities that we are currently building. It brings
great capability in the area of biologics and sterile manufacturing;
capabilities that we currently are building. It brings a much broader footprint
for manufacturing going forward. So all of those things are going to complement
very well our current capabilities and I think in this case the addition of one
and one is greater than two.
I’m
excited about a number of things. I’m excited about the fact that we have a much
broader footprint globally. I’m excited about the fact that our capabilities are
expanding; specifically in biologics and sterile. I’m excited about the fact
that we’ll have greater capacity utilization at our factories. One of the
greatest things that can happen in manufacturing is more volume. So when I think
about what this merger does for us, it gives us the ballast to really move
manufacturing and supply chain forward in a very advantageous way for the
company.
The
synergies that I would expect within manufacturing and the supply chain as a
result of the merger are significant. We’re going to continue on the lean
journey that we’ve been on, Lean and Six Sigma; within manufacturing to provide
greater efficiencies and greater customer satisfaction for our customers going
forward.
We
believe there will be greater sourcing opportunities; not only within MMD but
across the company. This we believe will contribute greatly to the generation of
the fifteen billion dollars we’ve talked about of free cash flow for the company
post-2013.
Our
pipeline is doubling it’s gone from nine to 18. That means more new products
coming into manufacturing, greater utilization of the factories that we have. It
means that we have a much broader portfolio of inline products also more volume
from manufacturing. The greatest friend of any manufacturing organization is
volume. Going forward we should have a lot of it within the new company. I’m
excited about our future because this positions us well to take advantage of the
heightened supply chain capabilities that we will have in the new
Merck.
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.