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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x
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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
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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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Total
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Form,
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This
filing consists of a Merck & Co., Inc. (“Merck”) Integration
Management Office division/function team lead employee communication
message template, first used in communications by Merck's division/function
integration team leads on March 30, 2009, in connection with the proposed
transaction between Merck and Schering-Plough Corporation.
Template
Division/Function Letter for IMO Team Leads
SUBJECT:
Division/Function Team Structure
Dear
Colleagues,
The
next step in our process of integrating Merck and Schering-Plough is building
the divisional and functional teams who will be responsible for managing
important integration-related issues and plans in their areas of expertise.
These are the teams whose work will help ensure a smooth and coordinated
transition to a new combined company. The teams will work directly with the
Integration Management Office (IMO) as well as their respective
organizations.
The teams will also
work closely with members of the Schering-Plough integration teams. Our first
face-to-face meeting will be on April 6-7 and it will mark the point in the
Integration Process where we move from Mobilize
to Plan.
In
[NAME OF DIVISION/FUNCTION], the proper integration of our work will focus on
these key areas [LIST AREAS]. These are the areas that are critical for us to
get right, not only to successfully integrate Schering-Plough's organization
into our own, but also to take advantage of the opportunities this merger
affords to improve our customer focus and prospects for long-term growth from
Day 1.
The
team managing integration at the [NAME OF DIVISION/FUNCTION] level will consist
of the following individuals, reporting to me:
[LIST
NAMES/AREAS OF RESPONSIBILITY]
In
addition to these areas of focus, we will also need experts in communications,
human resources, IT, finance, legal and project management.
[OPTIONAL:
The chart below highlights our team structure.]
[ORG
CHART]
In
the coming days, the members of this team will form sub teams within their
respective areas to develop integration plans to meet targets, identify
additional opportunities for growth and synergy, and address risks and
dependencies. There may be instances where they will require support from
colleagues currently not engaged in the integration. If this need arises, the
teams will reach out to the appropriate people directly. As for those colleagues
not directly involved in the integration, it is critical that our
[DIVISION/FUNCTION] remain focused on our current responsibilities and
commitments for 2009. It is in this way that every colleague contributes to a
successful integration.
Please
join me in welcoming the members of our integration team to this important
assignment. As Adam Schechter shared with global colleagues last week, this is
an incredibly exciting time in Merck's history. I am confident that we have the
right strategy and team in place and that, with the continued dedication of
Merck and Schering-Plough colleagues, we can make the new combined organization
the future leader in global health care.
Sincerely,
[TEAM
LEADER NAME]
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.