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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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
filing.
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Schedule or Registration Statement No.:
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This
filing consists of “Behind the Merger with Peter Kim” and a related video
transcript, first available to employees on March 17, 2009 and posted on the
Merck & Co., Inc. (“Merck”) internal
website on March 18, 2009, in connection with the proposed transaction between
Merck and Schering-Plough Corporation.
Article
Published in The Daily on March 18
Behind
the Merger With Peter Kim
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 third 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 the image above to view the video or transcripts of
“Behind the Merger with Peter Kim.”
Behind
the Merger with Peter Kim
Schering-Plough
has an outstanding pipeline and obviously outstanding people behind it, I look
forward to welcoming the Schering-Plough R&D scientists into Merck Research
Laboratories.
It
is obvious from the due diligence that we have done, that they share the
scientific excellence and the focus on scientific excellence that we have here
at Merck.
You
know a key driver for this merger is actually the quality of the Schering-Plough
pipeline. And what is really quite remarkable is that the therapeutic areas that
they were interested in are almost exactly the same as the therapeutic areas
that we are interested in. When you put the two pipelines together it is amazing
how they just dovetail together. The remarkable thing is that, even though we
are interested in the same therapeutic areas, there are very few cases where we
actually have overlap in terms of mechanism of action so we are actually adding
a whole bunch of new mechanisms in the areas that we were already interested
in.
I
am really excited about what this merger will do for our biologics strategy. We
announced as you know that we are going to be making major investments in
biologics. We are going to be doing not only follow-on biologics but also novel
biologics and we are gearing up to really be a major player. Schering-Plough
already is a significant player in biologics and in fact they have five
monoclonal antibodies in clinical development today.
Our
strategy with regard to accessing the external science will remain the same. We
are going to continue to identify the very best opportunities for collaboration
and then to collaborate openly with the external scientific partners. Indeed we
need to continue to do this around the world.
#
# #
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.