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 company's 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 Merck's current board.
Merck and Schering-Plough continue to expect the merger to close in the
fourth quarter of 2009.
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-Plough’s 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 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 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 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 company’s other filings with the Securities and
Exchange Commission (the "SEC”) available at the SEC’s Internet site (www.sec.gov).
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