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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(1)
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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 a Merck & Co., Inc. (“Merck”) letter to suppliers, first
mailed on May 7, 2009, in connection with the proposed transaction between Merck
and Schering-Plough Corporation.
Letter
to Merck Suppliers
On
March 9th, 2009 a definitive merger agreement was announced under which Merck
and Schering-Plough plan to combine under the name Merck. The
combined company will be positioned for sustained growth through scientific
innovation and a stronger, more diversified product
portfolio. Moreover, the combination of Merck and Schering-Plough
will create a global healthcare leader that remains fully committed to patients,
employees, and the communities where we work and live.
Due
to the need to obtain shareholder and regulatory clearance and other procedures,
the merger is expected to be completed in the fourth quarter of
2009.
The
process of integrating the two companies can not begin until after the close of
the merger (although the companies can do pre-integration planning). Today, and
moving forward, our first priority at Merck remains to serve the needs of our
patients and customers on a global basis. Prior to completion of the
merger, the companies will operate separately and independently. We
will conduct "business as usual" with our suppliers until the actual
closing.
We
realize the potential combination of Merck's and Schering-Plough's external
spend for goods and services may result in growth opportunities for some
suppliers and the loss of business for others. We fully intend to
continue our strategic procurement policies and practices, including aggregating
business to preferred supplier relationships where appropriate, the use of
competitive sourcing techniques, and sourcing globally to achieve the best
overall value in terms of quality, supply assurance, innovation, and
cost. In addition, we remain committed to treating our suppliers
fairly and equitably, and providing growth opportunities for those suppliers who
bring the best overall value propositions forward.
We
will keep you informed about relevant developments and look forward to the
prospects of a mutually beneficial business relationship in the
future.
Sincerely,
Richard
Spoor
Senior
Vice President, Global Procurement
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 http://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
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
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 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 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.