Filed by Schering-Plough Corporation pursuant to
Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Companies: Schering-Plough Corporation
Commission File No.: 333-159371
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Merck
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David Caouette
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Merck
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Eva Boratto |
Media Contacts:
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(908) 423-3461
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Investor Contacts:
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(908) 423-5185 |
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Amy Rose
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Carol Ferguson |
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(908) 423-6537
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(908) 423-4465 |
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Schering-Plough
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Fred Malley
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Schering-Plough
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Janet Barth |
Media Contact:
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(908) 298-7428
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Investor Contacts:
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Joe Romanelli
(908) 298-7436 |
Three New Directors Set For Newly-Combined Merck
WHITEHOUSE STATION, N.J. and KENILWORTH, N.J., September 3, 2009 As part of the pending merger
agreement between Merck & Co., Inc. (NYSE: MRK) and Schering-Plough Corporation (NYSE: SGP), the
companies today announced that the following three representatives from the current Schering-Plough
board of directors are expected to remain on the Board of the newly combined company upon
completion of the merger: C. Robert Kidder, Patricia F. Russo, and Craig B. Thompson, M.D.
Bob and Pat will offer a range of significant global business experience, while Craig will
bring valuable scientific and research expertise to the combined companys Board of Directors,
said Richard T. Clark, chairman, president, and chief executive officer, who will continue to serve
in that role for the new Merck. These contributions, along with the excellent insights and
perspectives of the current Merck Board will serve us well as we position the new Merck for
sustainable growth and success as a global healthcare leader.
C. Robert Kidder, 64, has served as chairman and chief executive officer of 3Stone Advisors
LLC, a private investment firm, since August 2006. Previously, he was a principal of investment
firm Stonehenge Partners, Inc. from April 2004 to July 2006. He is chairman of Chrysler Group LLC
and the lead director of Morgan Stanley. Kidder has been a Schering-Plough director since 2005.
Patricia F. Russo, 57, served as chief executive officer of Alcatel-Lucent from 2006 to 2008.
Prior to that, she served as chief executive officer of Lucent Technologies Inc. until its merger
with Alcatel in 2006. She is a director for Alcoa Inc. and General Motors. Russo has been a
Schering-Plough director since 1995 and lead director since Jan. 1, 2009.
Craig B. Thompson, M.D., 56, has served as the director of the Abramson Cancer Center since
2006. Prior to that, he was the founding scientific director of the Abramson Institute, chair of
the Department of Cancer Biology, and professor of medicine at the University of Pennsylvania.
Thompson has been a Schering-Plough director since 2008.
Visit www.merck.com/about/corporategovernance/board_members.html for more information
on Mercks current board.
Merck and Schering-Plough continue to expect the merger to close in the fourth quarter of
2009.
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About Merck
Merck & Co., Inc. is a global research-driven pharmaceutical company dedicated to putting
patients first. Established in 1891, Merck 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.
About Schering-Plough
Schering-Plough is an innovation-driven, science-centered global health care company. Through
its own biopharmaceutical research and collaborations with partners, Schering-Plough creates
therapies that help save and improve lives around the world. The company applies its
research-and-development platform to human prescription, animal health and consumer health care
products. Schering-Ploughs vision is to Earn Trust, Every Day with the doctors, patients,
customers and other stakeholders served by its colleagues around the world. The company is based
in Kenilworth, N.J., and its Web site is www.schering-plough.com.
Forward-Looking Statement
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 companys
plans, objectives, expectations and intentions and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations of Mercks and
Schering-Ploughs 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 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; Mercks and Schering-Ploughs ability to accurately predict future market
conditions; dependence on the effectiveness of Mercks and Schering-Ploughs 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
Mercks 2008 Annual Report on Form 10-K, Schering-Ploughs Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009, the joint proxy statement filed on June 25, 2009 and each
companys other filings with the Securities and Exchange Commission (the SEC) available at the
SECs Internet site (www.sec.gov).
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