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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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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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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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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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
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Schedule or Registration Statement No.:
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This
filing consists of “FAQs on the Integration” posted on the Merck & Co., Inc.
(“Merck”) internal website on June 9, 2009, in connection with the proposed
transaction between Merck and Schering-Plough Corporation.
Published
in The Daily on June 9 article 2
FAQs
on the Integration
Q. I
am an employee in the United States and I'm wondering how the merger will affect
my retirement. I am hoping to retire in the fourth quarter of 2009,
but if that is when we are closing the merger, what should I
do?
A. There
are currently no plans to change the U.S. retirement program for 2009. In
general, Merck plans to retain its employee benefit plans prior to the closing
of the merger. We don't anticipate Merck's benefit plans will change in any
material way when the merger closes.
Merck's
Global Benefits team regularly reviews benefits to ensure they are appropriate,
and will continue to do so after the merger closes. Routine changes
to benefits, including retirement benefits, are not dependent
upon the close of the merger of Merck and
Schering-Plough.
Q. When
will we know who sits on Executive Committee and who will be reporting to
them? Will we also be learning who is going to lead the countries
that make up the new Merck?
A. While
we can't provide exact timing at this point, we expect to announce the Executive
Committee (EC) for the combined company, as well as the 2 management layers
below EC (also known as EC+2) on or before Day 1 (the day the merger
closes). Simultaneously, we anticipate announcing the managing
directors for each country by Day 1. You will be hearing more about
this in the coming weeks and months.
Q. What
information is being presented to Schering-Plough employees? Is it
always the same as what we receive?
A. As Merck and
Schering-Plough were negotiating the definitive merger agreement, both companies
also agreed to communicate regularly with employees in a transparent and candid
manner. We established a process for the development, review
and sharing of integration
information so that each of us knows what, when and how the other is
communicating. That process is working well for us to ensure
consistency across both companies. We plan to follow this approach
throughout the integration.
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 Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009, the
registration statement filed by Schering-Plough on May 20, 2009, the preliminary
proxy statement filed by Merck on May 21, 2009 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 filed a registration statement, including a
preliminary 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 contain important information.
Investors
may obtain free copies of the registration statement and preliminary joint proxy
statement, 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 the registration statement and
preliminary joint proxy statement, filed with the SEC on May 20,
2009. Additional information regarding the interests of such
potential participants in the solicitation of proxies in connection with the
contemplated transactions is included in the registration statement and
preliminary joint proxy statement filed with the SEC in connection with the
proposed transaction.