Merck and Schering-Plough have received approvals from the US Federal Trade Commission, the Swiss Competition Commission and the Canadian Competition Bureau for their proposed merger.

Update on October 23, 2009:

The European Union has approved the proposed merger between Merck and Schering-Plough.

Update on October 14, 2009:

The Australian Competition and Consumer Commission has approved the proposed merger between Merck and Schering-Plough.

Update on August 7, 2009:

The shareholders of Merck have approved the company's proposed merger with Schering-Plough.

The transaction is expected to close in the fourth quarter of 2009.

Announcement (March 9, 2009):

Merck has entered into a definitive merger agreement with Schering-Plough. According to the agreement, Merck and Schering-Plough would combine, under the name Merck, in a reverse merger transaction valued at approximately $41,100 million payable in cash and stock.

Under the terms of the agreement, Schering-Plough shareholders would receive 0.5767 shares and $10.5 in cash for each share of Schering-Plough. Based on the closing price of Merck stock on March 6, 2009, the consideration to be received by Schering-Plough shareholders is valued at $23.61 per share. The offer price represents a 34% premium to the closing price of Schering-Plough shares on March 6, 2008 and a premium of approximately 44% based on the average closing price of the two stocks over the last 30 trading days.

Following the completion, Schering-Plough Corporation would be the surviving entity, renamed as Merck. The aggregate consideration will be comprised of a combination of approximately 44% cash and 56% stock.

The cash portion will be financed with a combination of $9,800 million from existing cash balances and $8,500 million from committed financing to be provided by J.P. Morgan.

Upon completion, Merck shareholders are expected to own approximately 68% of the combined company, and Schering-Plough shareholders are expected to own approximately 32%.

The Board of Directors of both the companies have approved the transaction. The transaction is expected to close in the fourth quarter of 2009.

J.P. Morgan is acting as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP and Covington & Burling are acting as legal advisor to Merck. Goldman, Sachs & Co. and Morgan Stanley are acting as financial advisors, while Wachtell, Lipton, Rosen & Katz LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal advisors to Schering-Plough.

Deal Value (US$ Million) 41100
Deal Type                Merger
Deal Status              Completed: 2009-11-03

Deal Participants

Target 1 (Company) Merck & Co., Inc.
Target 2 (Company) Schering-Plough Corporation

Deal Rationale

The merger is likely to create enhanced value for the new entity as the companies offer complementary product portfolios and pipelines. It would also considerably increase manufacturing capabilities of the combined organization by adding more capacity to support anticipated growth in biologics and sterile medicines. The combined company would be able to offer a broader product portfolio in critical therapeutic areas and enjoy an expanded global presence, especially in high-growth emerging markets. The merger is also expected to increase efficiencies and result in cost savings.

Bid Premium ($ per share) 34

The acquisition was completed following clearance from regulatory authorities in China and Mexico.

The joint company, which will use the name Merck, is expected to generate annual revenue of USD47bn. The combination of Merck and Schering-Plough is expected to result in cost savings of approximately USD3.5bn annually from 2011.

Comments on this story may be sent to admin@m2.com

In addition to her position at Merck, Ms McGlynn serves as a member of the board of directors for air products and chemicals. Ms McGlynn holds a BS in pharmacy and a MBA in marketing from the State University of New York at Buffalo.

John Crowley, president and CEO of Amicus Therapeutics, said: "Margie's vast industry expertise and insight will be invaluable to Amicus as we execute on our key strategic priorities and continue our focus on building shareholder value with our technologies. We are very pleased to welcome her to our board."

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WHITEHOUSE STATION, N.J.--(BUSINESS WIRE) - Nov. 04, 2009-- Merck & Co., Inc. (NYSE: MRK) today outlined its global plans following the completion of Merck's merger with Schering-Plough Corporation announced yesterday. The new Merck is a global health care leader aimed at providing innovative, distinctive products and services that save and improve lives, while satisfying customer needs and creating long term shareholder value.

"With our merger now complete, we are ready to deliver on the promise of a new Merck built on a foundation of scientific innovation and dedication to the well-being of patients around the world," said Richard T. Clark, chairman, president and chief executive officer of Merck. "On 'Day One' for the new Merck, we are stronger and better equipped to make a difference in the lives of people globally through our broadened, diversified portfolio of innovative medicines and vaccines, and products for consumer and animal health.

"Our integration teams prepared us well for a strong start today, with thorough plans designed to ensure a seamless transition for our customers and employees," added Mr Clark. "The combination of the considerable talents of Schering-Plough and Merck employees across the globe positions Merck to move through this dynamic time for our industry with a clear vision for the future."

From the outset, Merck is a global health care leader with a diversified portfolio of prescription medicines, vaccines and animal and consumer health products. This portfolio is complemented by a robust pipeline with more than 15 promising late-stage candidates spanning critical therapeutic categories. Merck now has approximately 106,000 employees and operates in more than 140 countries around the world, including emerging markets. The company expects to generate more than 50 percent of its revenue outside the United States.

"The people of the new Merck share a passion for the good our medicines and vaccines can do for patients and a commitment to pursuing high-quality results with our customers and partners," Mr Clark said.

"Thanks to the talent and dedication of scientists at both companies, the combined company offers an outstanding clinical development pipeline that will greatly increase our ability to deliver important new medicines to patients."

The company's corporate headquarters will be in Whitehouse Station, NJ, as previously indicated. In addition, the company's U.S. organization for the Global Human Health division and Merck Research Laboratories will be headquartered in Upper Gwynedd, PA. The former Schering-Plough headquarters in Kenilworth, NJ and Merck's operations in Rahway, NJ, will continue to be important sites, with large and diverse operations encompassing marketing, manufacturing and research. At this time, all other sites will continue to operate as they did before the merger.

Key Therapeutic Areas The new Merck has a broad portfolio of medicines ? an engine for consistent, sustainable growth ? driven in part by the addition of valuable products with long periods of exclusivity. By leveraging Merck's expanded product offerings, the company expects to benefit from additional revenue growth opportunities. For example, Merck will pursue expanded life-cycle management through the introduction of potential new combinations and formulations of existing products.

The company's diverse portfolio of adult, adolescent and pediatric vaccines and medicines spans important therapeutic areas, including cardiovascular, diabetes, obesity, bone, respiratory, immunology, dermatology, infectious disease, oncology, neurosciences, ophthalmology, women's health and endocrinology.

Diversified Businesses The new Merck's expanded portfolio also includes leading products from its Animal Health and Consumer Health Care business units.

Merck's Animal Health business is a world leader with market-leading products for a broad range of species and strong growth potential. The division has more than 1,000 marketed products and generates approximately $3 billion in revenues.

The company's Consumer Health Care business has a number of attractive brands such as CLARITIN, COPPERTONE, DR. SCHOLL'S and MIRALAX.

Financial Highlights Merck is targeting a high single digit non-GAAP EPS? compound annual growth rate from 2009 to 2013 (with the 2009 base representing Merck's previous stand-alone non-GAAP EPS guidance of $3.20 - $3.30).

Additionally, in 2013, Merck is targeting free cash flow to be approximately $15 billion. The combined company will have a strong balance sheet with cash and investments of approximately $8 billion at the time of the closing. As previously indicated, Merck expects the transaction to be modestly accretive in 2010.

Merck also continues to expect to achieve substantial incremental cost savings of approximately $3.5 billion annually beyond 2011 which are expected to come from all areas across the combined company.

The strong cash flow and substantial cost savings will enable the company to continue to invest in some of the best investment opportunities, including pipeline candidates with the greatest probability of success, as well as licensing opportunities. By optimizing its investments, the new Merck will maximize the benefits of strategic growth initiatives and R&D efforts to solidify its position at the forefront of innovation and enhance its scientific and technological leadership.

Additionally, Merck's Board of Directors continues to be committed to maintaining the dividend at the current level.

Organizational Structure During the past six months, Merck and Schering-Plough merger integration teams worked hard to successfully maintain the business momentum of the two companies while ensuring operational readiness and business continuity for the merged company.

The integration plans are focused on these priorities: an effective transition for customers and employees; putting the right people in the right jobs; realizing projected merger synergies in the form of cost savings and revenue growth opportunities; and maintaining momentum in the company's late stage pipeline.

The company took significant steps prior to the merger's completion to advance its integration planning objectives. In August, Merck announced the new organizational structure and top leadership team for the combined company. Last month, approximately 300 executives from Merck and Schering-Plough were named to key country leadership positions to ensure that all markets aroundthe world would be ready for business on the first day of operations for the new Merck.

The company's previously announced organizational structure takes advantage of the combined strengths of Merck and Schering-Plough to create a more customer-focused, innovative, and diversified global health care company positioned to capitalize on the company's greatest opportunities for growth, particularly in emerging markets, biologics and vaccines. Merck has five primary divisions: Global Human Health, Animal Health, Consumer Health Care, Merck Research Laboratories and Merck Manufacturing.

Leadership The new Merck will benefit from the unparalleled industry experience of senior leaders from both Schering-Plough and Merck, with approximately 40 percent of Schering-Plough's senior leaders joining the combined company.

As announced in August, the Executive Committee, reporting directly to CEO Dick Clark, includes the following individuals, as well as a Chief Medical Officer who will be named at a later date: Stanley F. Barshay, EVP and president, Consumer Health Care; Richard S. Bowles, Ph.D., chief compliance officer; Willie A. Deese, EVP and president, Merck Manufacturing; Kenneth C. Frazier, EVP and president, Global Human Health; Mirian Graddick-Weir, Ph.D., EVP, Human Resources; Peter N.

Kellogg, chief financial officer; Peter S. Kim, Ph.D., EVP and president, Merck Research Laboratories; Raul E. Kohan, president, Animal Health; Bruce N. Kuhlik, general counsel; J. Chris Scalet, chief information officer, Global Services; and Mervyn Turner, Ph.D, chief strategy officer.

Corporate Branding With the merger complete, Merck will take a global approach to unify and simplify use of its trade name. The company will use the trade name 'Merck' in the United States and Canada and elsewhere use the trade name ?MSD.' About Merck Today's Merck is working to help the world be well. Through our medicines, vaccines, biologic therapies, and consumer and animal products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching programs that donate and deliver our products to the people who need them. Merck. Be Well. For more information, visit www.merck.com ? Excludes purchase-accounting adjustments, restructuring costs, acquisition-related costs and certain other significant items.

Forward Looking Statement This news release 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 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 risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Merck's ability to accurately predict future market conditions; dependence on the effectiveness of Merck'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 undertakes 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 June 30, 2009, the proxy statement filed by Merck on June 25, 2009 and each company's other filings with the Securities and Exchange Commission (SEC) available at the SEC's Internet site (www.sec.gov).

ATTENTION BROADCAST MEDIA ? ? B-roll footage will be available via satellite.

? This satellite feed features b-roll of: ? - Exterior shots of Merck buildings - Manufacturing footage - Medicine and vaccinations - Scientists researching, at a lab, on the computer, interacting with each other. This footage is free for unrestricted use. Broadcasters: please courtesy Merck.

FEED DATE: WEDNESDAY, NOVEMBER 4TH, 2009 ? FEED TIME: 1:00 ? 1:30 PM ET (FED IN ROTATION) COORDINATES: Galaxy 19/C07 Slot D FEC: 3/4 / Symbol rate: 6.1113 / Data Rate: 8.448 / Downlink Freq: 3853.500V Medialink Satellite Operations Trouble Line: 212-812-7134 ? ****This story will be available on the Pathfire DMG**** Under Video News Feeds at MedialinkStory Number: 11NY09-0738??????? Story Slug: Merck and Schering-Plough Merge Pathfire Technical Support: 1-888-345-0489 MerckMedia:David Caouette, 908-423-3461 or Investors:Alex Kelly, 908-423-5185

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INDUSTRY KEYWORD: Health Biotechnology Pharmaceutical Other Health Professional Services FinanceCATEGORY KEYWORD: Merger/Acquisition Source: Merck & Co., Inc.

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