ZETIA, VYTORIN Makers Merck, Schering-Plough Merge in $41.1 Billion Deal

 

March 9, 2009

March 9, 2009 – Merck & Co. Inc. and Schering-Plough Corp. today said their Boards of Directors unanimously approved a merger agreement under which the companies will combine under the name Merck.

The deal consolidates the cholesterol drugs ZETIA (ezetimibe) and VYTORIN (ezetimibe/simvastatin) into Merck's cardiovascular portfolio, which the companies said will simplify their combined approach to the cardiovascular market and create new opportunities to leverage the cholesterol franchise through new medicine combinations. The addition of Schering-Plough’s thrombin receptor antagonist, a potential first-in-class antiplatelet therapy, among other late-stage development candidates, further complements Merck's phase III cardiovascular development portfolio and will position the combined company to continue offering meaningful products for cardiovascular patients.

Under the terms of the agreement, Schering-Plough shareholders will receive 0.5767 shares and $10.50 in cash for each share of Schering-Plough. Each Merck share will automatically become a share of the combined company. Merck Chairman, President and CEO Richard T. Clark will lead the combined company.

“We are creating a strong, global healthcare leader built for sustainable growth and success,” Clark said. “The combined company will benefit from a formidable research and development pipeline, a significantly broader portfolio of medicines and an expanded presence in key international markets, particularly in high-growth emerging markets. The efficiencies we gain will allow us to invest in strategic opportunities, while creating meaningful value for shareholders.

By leveraging the combined company’s expanded product offerings, Merck expects to benefit from additional revenue growth opportunities. For example, the combined company will have expanded opportunities for life-cycle management through the introduction of potential new combinations and formulations of existing products. In addition, Merck and Schering-Plough together have high-potential early-, mid- and late-stage pipeline candidates. The transaction will double the number of potential medicines Merck has in phase III development, bringing the total to 18.

The combined company will have a more diverse portfolio across important therapeutic areas, including cardiovascular, respiratory, oncology, neuroscience, infectious disease, immunology, women’s health and other areas:

For more information: www.Merck.com, www.Schering-Plough.com, www.ANewMerck.com.