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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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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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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
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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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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o
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Fee
paid previously with preliminary materials.
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o
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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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Previously Paid:
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Schedule or Registration Statement No.:
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(3)
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Party:
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(4)
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Date
Filed:
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Building
a New Merck: What We Know; What We Don't Know Yet
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Topic
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What
We Know …
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What
We Don't Know Yet …
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Facilities
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The
Facilities Integration Team is currently analyzing all the Merck and
Schering-Plough sites to see how they would best fit in the combined
company. The evaluation of these facilities and their future
roles is a complicated process —
involving a careful assessment of organizational requirements, employee
demographics and community commitments — and
will occur over time. Information about site decisions will be
shared as soon as appropriate.
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Which
sites will remain, which ones might decrease or increase in size and which
ones will close.
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Number
of global employees post-close
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Immediately
at closing, the new Merck will have more than 100,000 employees total.
Longer term, the substantial majority of employees will remain, but there
will be a 15-percent reduction in the total workforce.
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Exactly
which jobs will be affected and where, or how many and which employees the
new Merck will need to operate efficiently. We also don't know when job
reductions will occur within individual divisions and functions, although
the job reductions are expected to take place through the year
2011.
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My
job
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It
is critically important that all employees focus on doing their jobs to
the best of their ability while the integration planning proceeds. Your
efforts to stay focused and drive the business forward are much
appreciated, and your success helps deliver the promise of the new
Merck.
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Exactly
which jobs will report into which organization, function or division and
how this will affect individual employees.
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Employee
benefits programs
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Current
benefits programs will continue. We anticipate that any changes will be
limited to those which are typical for routine business, and are not
dependent upon the merger.
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What
the new Merck’s benefits programs will be in the future. Merck's and
Schering-Plough's benefits plans will be harmonized over time, with the
majority of changes being planned for the year 2011 and
later.
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Day
1
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Our
goal is to complete the merger during Q4 2009.
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The
exact date of Day 1.
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Leadership
team of the new Merck
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Dick
Clark will lead the new Merck as chairman, president and CEO. Other
executive leaders — from
Executive Committee through senior leadership, including most
country-level senior leadership — will
be named close to Day 1.
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The
specific organizational structure and who will be named to executive
leadership roles.
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Integration
planning
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Has
4 distinct phases:
1.
Mobilize (done —
integration teams are staffed, launched and working)
2.
Plan (current — teams
are working to identify revenue and cost opportunities and to develop
organizational structure)
3.
Lock-in (gain approvals of plans; prepare for Day 1)
4.
Implement (Q4 — Day 1
and beyond; operate as one company and deliver value to
stakeholders)
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The
exact integration planning decisions that will be reached by the
integration teams.
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Structure
of the new organization
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There
are fundamental differences in how both companies are
structured. The new Merck will be a synthesis of best practices
and organizational design that provides customers and other stakeholders
with what they need from the new company.
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Exactly
what the structure of the new Merck will be.
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Special
shareholders' meetings
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On
June 24, the U.S. Securities and Exchange Commission (SEC) completed its
review of the companies' joint merger proxy statement and declared it
effective. In addition, regulators worldwide will review and approve the
proposal for a combined company from an anti-trust perspective. Aug. 7 is
the date of the special shareholders' meetings of both
companies.
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How
the shareholders will vote; when and whether the proxy materials will be
approved and the anti-trust approvals will be granted.
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| Shareholders | Under the agreement, Schering-Plough shareholders will receive 0.5767 shares of Merck and $10.50 in cash for each share of Schering-Plough stock they own, upon closing of the merger. | If the shareholders of each company will agree to the price and the merger. In the joint proxy materials, the boards of directors of both companies encourage shareholders to vote for the merger. |