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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Proposed
maximum aggregate value of transaction:
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fee paid:
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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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Previously Paid:
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Form,
Schedule or Registration Statement No.:
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This
filing consists of “Behind the Merger with Mirian Graddick-Weir” and a related
video transcript, first available to employees on March 23, 2009 and posted on
the Merck & Co., Inc. (“Merck”) internal
website on March 24, 2009, in connection with the proposed transaction between
Merck and Schering-Plough Corporation.
Published
in The Daily on March 24 article 1
Behind
the Merger With Mirian Graddick-Weir
Dick
Clark and other members of the Executive Committee have filmed a series of short
videos to provide you with more details on the recent Merck and Schering-Plough
merger. This video is the seventh in the series, each highlighting different
aspects of the merger agreement. Each video segment will only be available for
one week from its distribution date.
Transcripts
are available in English, Spanish, Portuguese, French, Chinese, Korean, Russian,
Japanese, Italian and German.
Click here to
view the video or transcripts of "Behind the Merger With Mirian
Graddick-Weir."
Behind
the Merger with Mirian Graddick-Weir
Well,
whenever you bring two large companies together there are really two important
factors; one is the culture and one is the people. I had an opportunity to work
with Adam Schechter and individuals from Schering-Plough – some of my
counterparts – and we put together a set of principles that are really designed
to guide our decisions throughout the integration process and a subset of those
principles are really related to how we’re going to treat people.
The first
is that we have to remember that there really are a large number of people that
are going to be coming over from Schering-Plough. It’s going to be a very, very
large organization at the end of the transaction and we want to make sure that
people know that as those employees come over many of them will follow their
work, others will be deployed to other roles; but a large majority of the people
will come in and join the Merck family.
There are
a couple of other people principles that I think are very important; one of them
is treating people with dignity and respect. I’ve always been very proud to be a
Merck employee because we’ve always had a long track record of treating people
with dignity and respect through various transitions. We are committed to
treating our Schering-Plough employees with dignity and respect as we transition
them into Merck.
Another
important principle is communication and transparency. We know how important it
is to communicate to people throughout this transition and also to have ways in
which we can understand what people’s questions are and get back to them as
quickly as possible and inform them as decisions are being made and we’re going
to continue to do that.
We have a
wonderful opportunity here, as we bring the two companies together, to make sure
that we really leverage the talents and capabilities of the people. Ken was
really, really excited about the products and I know that Peter was very excited
about the pipeline and I’m very excited as we merge the two companies about the
people. I think one of the important things is how we treat people through this
transition and I think it’s going to say a lot to the ultimate success of the
transition.
I’m very excited about the opportunity
that this merger brings to increase our pool of talent; we have terrific talent
across both companies and I think when we bring them together, we’ll be an even
stronger, more successful company.
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.