Merck Shareholders Approve Merger With Schering-Plough
WHITEHOUSE STATION, N.J. - Merck & Co. (NYSE: MRK) today announced that its shareholders voted overwhelmingly to approve the proposed merger with Schering-Plough (NYSE: SGP). The preliminary tabulation indicates that more than 99% of shares voted were in favor of the transaction. Merck today held its special shareholder meeting in Bridgewater, New Jersey to vote on the proposed merger.
“We are gratified by the shareholder confidence demonstrated through the outcome of today’s vote,” said Richard T. Clark, Merck’s Chairman, President and Chief Executive Officer. “On behalf of Merck’s Board and management team, I want to thank our shareholders, customers and dedicated employees for their support throughout this process. We look forward to completing the merger with Schering-Plough and to creating a strong, global leader that can make a substantial difference to patients and global healthcare.”
As previously announced on March 9, 2009, under the terms of the agreement, Schering-Plough shareholders will receive 0.5767 of a share of new Merck common stock and $10.50 in cash for each share of Schering-Plough. For Merck shareholders, existing Merck share certificates will automatically represent an equal number of shares in the new Merck after completion of the merger.
The company expects the transaction to close in the fourth quarter of 2009, as originally planned. The transaction remains subject to the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as clearance by the European Commission under the SEC Merger Regulation and certain other foreign jurisdictions.
All proxy cards and ballots submitted at the special meeting were processed by IVS Associates Inc. for final tabulation and certification. Final voting results will be publicly announced promptly after they have been tabulated and certified.
Merck & Co., Inc. is a global research-driven pharmaceutical company dedicated to putting patients first. Established in 1891, Merck currently discovers, develops, manufactures and markets vaccines and medicines to address unmet medical needs. The company devotes extensive efforts to increase access to medicines through far-reaching programs that not only donate Merck medicines but help deliver them to the people who need them. Merck also publishes unbiased health information as a not-for-profit service. For more information, visit www.merck.com.
Forward Looking Statement
This communication also 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 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, Current Report on Form 8-K filed on June 22, 2009, Merck’s other filings with the Securities and Exchange Commission (the “SEC”) available at the SEC’s Internet site (www.sec.gov).
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