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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x
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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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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(5)
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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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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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This
filing consists of a Merck & Co., Inc. (“Merck”) Integration
Office Management employee communication template, first used in communications
by Merck's division sub team
leads on April 21, 2009, in connection with the proposed transaction
between Merck and Schering-Plough Corporation.
Dear
Colleagues,
The next
step in our planning for the integration of Merck and Schering-Plough is to
build the {Divisional/functional}
sub-teams that will help lead and manage the integration work within
their respective areas. These are the teams that will help ensure a smooth and
coordinated transition to the new combined company in every part of {Division/function}. These
teams will recommend plans for {Division/function} for
Day1 and beyond, to ensure that we:
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expand
our ability to make the new combined company more relevant to our
customers
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establish
greater trust and value with our
customers
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unlock
the full value of our expanded in-line and pipe line
portfolio
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identify
and capitalize on new revenue opportunities and on
synergies
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{INSERT
RELEVANT
DIVISION/FUNCTION SPECIFIC
HERE}
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The
sub-teams will work directly with the Integration Office lead from {Division/Function} as
well as their respective organizations, other divisions and functions, and their
contacts at Schering-Plough.
The team
managing integration at the {Divisional/Functional}
level will consist of the following individuals, reporting to me for this
work:
{LIST NAMES/AREAS OF
RESPONSIBILITY}
In
addition to these areas of focus, we will also need experts in communications,
human resources, IT, finance, legal and project management. The
amount of time that each of these individuals will work on integration will
vary. The {Divisional/Functional} sub-team will include:
{OPTIONAL: The chart below
highlights our team structure.}
{ORG CHART}
While the
integration effort in {Division/Function}
will be a substantial undertaking, the vast majority of our colleagues will not
be assigned to work on the merger. I remind you that it is absolutely critical
that everyone in {Division/Function} not
working on the integration effort remain focused on achieving our 2009
financial, customer and business objectives. It is in this way that
each of us will maximize our collective goal of building a stronger future for
Merck.
Please
join me in welcoming the members of our integration team to this important
assignment. This is an incredibly exciting time in Merck's history. I am
confident that we have the right strategy and team in place and that we will,
along with the continued dedication of Merck and Schering-Plough colleagues,
make our new combined organization the future leader in global health
care.
Sincerely,
{TEAM LEADER
NAME}
Forward-Looking
Statements
This
communication contains “forward-looking statements” as that term is defined in
the Private Securities Litigation Reform Act of 1995. These statements are based
on Merck’s and Schering-Plough’s managements' current expectations and involve
risks and uncertainties, which may cause results to differ materially from those
set forth in the statements. The forward-looking statements may include
statements regarding product development, product potential or financial
performance. No forward-looking statement can be guaranteed, and actual results
may differ materially from those projected. 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. Forward-looking
statements in this communication should be evaluated together with the many
uncertainties that affect either companies’ business, particularly those
mentioned in the risk factors and cautionary statements set forth in Item 1A of
either companies’ annual reports on Form 10-K for the year ended December 31,
2008, in their respective quarterly reports on Form 10-Q and in their respective
current reports on Form 8-K, including, the current report on Form 8-K filed by
Merck on March 10, 2009, each of which is incorporated by
reference.
These reports are available at
www.merck.com and www.schering-plough.com.
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
Securities and Exchange Commission (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.
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.