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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(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
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Rule 0-11(a)(2) and identify the filing for which the offsetting
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Form,
Schedule or Registration Statement No.:
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Party:
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This
filing consists of an article published in Merck & Co., Inc.’s internal
newsletter on April 17, 2009.
Published
in The Daily on April 17 article 1
Dick
Clark and Executive Committee Members Meet With Schering-Plough
Employees
Last
week, Merck Chairman, President and CEO Dick Clark, along with members of
Executive Committee (EC), met with Schering-Plough colleagues during a series of
town hall meetings at Schering-Plough's facilities in Kenilworth and Roseland,
N.J. During the meetings, Merck leaders shared with Schering employees their
vision for the combined company and gave insight into their respective
areas.
Schering-Plough
CEO Fred Hassan and members of Schering-Plough's Executive Management Team (EMT)
shared the stage with Dick and EC. At each meeting, Fred introduced Dick as a
strong leader with an open, candid style. Dick in turn thanked Fred
and Schering-Plough employees for transforming their company over the past few
years into a strong global competitor.
Dick
told Schering-Plough colleagues of the impending merger, "We have an opportunity
to set a standard that has yet to be achieved in the industry. We will emerge
stronger together than alone." He described the merger integration
process as "the opportunity to take the best programs, processes and people from
Schering-Plough and bring them together with Merck to create a new
company."
EC
and EMT members spoke of their mutual respect for each organization and their
belief that bringing the two companies together will create undeniable strengths
in science, product offerings, manufacturing capabilities and geographic reach.
They were candid about the impact of mergers on colleagues and their families
and the need to be sensitive to what people are experiencing. Leaders also
reinforced that the substantial majority of Schering-Plough colleagues will join
the new company and it is important that these future colleagues are able to
continue to do their best work.
In
addition to questions about job impact, organizational structure and timing,
Schering-Plough colleagues asked about Merck's culture, and the culture
leadership wants to foster for the combined company. Dick consistently said he
envisions "a company recognized worldwide for our scientific innovation; a
company with a culture that is customer-focused, marked by colleagues with the
courage and candor to challenge ideas, and where we are skilled at rapid and
disciplined decision-making."
These
meetings coincided with the Integration Kick-off meeting held between the two
companies' Integration Teams in New Brunswick, N.J.
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.