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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x
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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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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(5)
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Total
fee paid:
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Fee
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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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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This
filing consists of an article posted to the Merck & Co., Inc. (“Merck”)
internal website on April 27, 2009. The article summarizes an April
3, 2009 meeting for Merck’s Japan employees in which the merger and integration
activities in connection with the proposed transaction between Merck and
Schering-Plough Corporation were discussed.
JEC
と社員の皆さんのオープンな交流の場「First
Fridays」を初めて開催
“First
Fridays” Held for the First Time
On April
3, the open session titled “First Fridays” was held to bring together JEC
members and employees. “First Fridays” was established in response to many
employees commenting that they “want an opportunity to directly speak with JEC
members” after the “2009 Business Kickoff Meeting” held this
February.
The first
gathering of “First Fridays” was held in the cafeteria on the eighth floor of
the head office, starting with a session of free discussion from 3pm in which
around 100 employees participated.
In
addition to President Timney, participants from JEC members included Takeshi
Takahashi, Chief Legal Officer, John Tan, Head of Customer & Commercial
Excellence, Hidehito Kotani, Executive Director, Corporate Services, Elizabeth
Cobbs, Executive Officer, Public & Industrial Policy Office, Yasuyuki
Suzuki, Executive Officer, Head of Banyu Manufacturing, Russ Shaner, Acting
Chief Human Resources Officer and John Oksinski, Executive Director, Business
Development who enjoyed chatting with participating employees for an hour over
tea and refreshments.
From 4pm,
President Timney gave a presentation on the merger with Schering-Plough
announced last month. The presentation materials had already been provided to
employees by e-mail from the US headquarters, but all participants avidly
listened to President Timney as he carefully explained each point.
President
Timney first explained IMO (Integration Management Office), mentioned that Penny
Dobson, Head of Program Realization Office had been appointed as the Integration
Director of Japan, and conveyed that the Japan Integration Team was expected to
be formed soon.
He also
explained the integration process, saying that integration would be complete
after going through four steps (Phase 1=Mobilize, Phase 2=Plan, Phase 3=Lock-In, Phase 4=Implement), and that Phase 1
had been completed that day, with the kickoff of the integration team to be held
on April 6 and 7, where staff from Schering-Plough would be introduced for the
first time and a meeting would be held.
President
Timney again emphasized that even within the various moves toward integration,
focus would be placed on ongoing business, plans and scorecards in 2009, and
that he wants all employees to concentrate on their work.
The
employees that participated on the day commented that “It was a very good
opportunity to directly interact with JEC” and “I am glad I was able to hear
President Timney’s frank opinion.”
Furthermore,
President Timney’s reflected on the first gathering of “First Fridays” saying
“It was an excellent opportunity to directly speak with and take questions from
many employees I had not met before” and added “This time was seated, but we
might make the next gathering standing and more informal.”
After the
presentation, time was allocated for Q&A session, and President Timney
directly responded to questions from employees.
The
materials used in the presentation can be found here. The results of the survey
taken after “First Fridays” was held will be posted on the Intranet at a later
date.
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 2009 annual meeting of shareholders,
filed with the SEC on April 27, 2009, 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.