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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Total
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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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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This
filing consists of “Merger Update: Joint Merger Proxy Statement Re-Filed” posted
on the Merck & Co., Inc. (“Merck”) internal website on June 16, 2009, in
connection with the proposed transaction between Merck and Schering-Plough
Corporation.
Published
in The Daily on June 16
Merger
Update: Joint Merger Proxy Statement Re-Filed
In
another key milestone for Merck and Schering-Plough's planned merger, the two
companies re-filed the joint merger proxy statement, or S-4, with the U.S.
Securities and Exchange Commission (SEC). The S-4 can be updated periodically
based on new facts or due to consultation with the SEC. Among other things,
today's updated filing includes information about the two special meetings the
companies will hold later this summer for shareholders to vote on the proposed
merger. The joint merger proxy statement is still under review by the
SEC.
Q&A
on the Special Meetings
Merck and
Schering-Plough will each hold separate special shareholder meetings on Aug. 7.
The Merck special meeting is scheduled to be held at 8:30 a.m. (U.S., ET) in
Bridgewater, N.J. Schering-Plough will hold its meeting at 1:30 p.m. (U.S.,ET)
in Boston. For more information, view the proxy materials
submitted today.
Q:
Who is entitled to vote at the Merck and Schering-Plough special
meetings?
A:
The boards of directors of each of Merck and Schering-Plough has fixed June 22,
2009, as the record date for its respective special meeting. If you were a Merck
or Schering-Plough shareholder at the close of business on the record date, you
are entitled to vote your Merck or Schering-Plough shares at your company’s
special meeting.
Q:
What vote is required to approve the merger agreement?
A: As long as a
quorum is present at the companies’ respective special meetings, the affirmative
vote of a majority of the votes cast at the special meeting is required for each
of Merck and Schering-Plough to approve the merger agreement. Moreover, in the
case of Schering-Plough, the rules of the New York Stock Exchange require that
holders of at least a majority of the outstanding shares of Schering-Plough
common stock actually cast votes on the proposal to approve the merger agreement
(whether for or against the proposal).
Q:
What constitutes a quorum?
A: Shareholders
who hold at least a majority of the outstanding shares of Merck common stock as
of the close of business on the record date and who are entitled to vote must be
present, either in person or represented by proxy, in order to constitute a
quorum to conduct business at the Merck special meeting.
Shareholders
who hold at least a majority of the outstanding shares of Schering-Plough common
stock as of the close of business on the record date and who are entitled to
vote must be present, either in person or represented by proxy, in order to
constitute a quorum to conduct business at the Schering-Plough special
meeting.
Q:
When do you expect the merger to be completed?
A:
Schering-Plough and Merck are working to complete the merger in the fourth
quarter of 2009. However, the merger is subject to various regulatory approvals
and other conditions, and it is possible that factors outside the control of
both companies could result in the merger being completed at a later time, or
not at all. There may be a substantial amount of time between the respective
Schering-Plough and Merck special meetings and the completion of the merger.
Schering-Plough and Merck hope to complete the merger as soon as reasonably
practicable.
For more
information, view the proxy materials
submitted today, or visit the Building a New Merck
Information Center.
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
preliminary proxy statement filed by Merck on June 16, 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 June 16,
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.