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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Aggregate
number of securities to which transaction applies:
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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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Proposed
maximum aggregate value of transaction:
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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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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Party:
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This
filing consists of a letter to employees from Bruce Kuhlik, Executive Vice
President and General Counsel, dated March 23, 2009.
Subject:
An Update From Bruce Kuhlik on Previously Disclosed DOJ
Investigation
Dear
Colleagues,
Today we
issued a news release saying Merck has received a letter from the U.S.
Attorney's Office for the District of Massachusetts advising us that the company
is a target of a previously disclosed U.S. Department of Justice (DOJ) grand
jury investigation.
I want to
provide some perspective on this topic, although I cannot comment extensively
given that the investigation is ongoing and the grand jury process is
confidential and run by the U.S. Attorney's office.
The
letter we received is in connection with an ongoing investigation into Merck's
activities related to VIOXX. This investigation began in 2004, and
includes subpoenas for information and documents from the company and for
witnesses to appear before a grand jury. The inquiry is continuing,
and the letter does not represent a conclusion or resolution in the
matter.
I also
can tell you that Merck has responded and will continue to respond to requests
from the U.S. Attorney's office in connection with this ongoing investigation.
Lastly, we do not expect the investigation or receipt of the target letter to
have any impact on the timing and financing of our recently announced merger
with Schering-Plough. In fact, today we also provided an update on
our financing plans for the merger. For more information, see the
links to today's press releases below.
The
commitment and dedication of Merck employees to the company's high ethical
standards continues to be the foundation of our success. Please stay
focused on your objectives, your customers and on applying Merck's values and
standards to every aspect of your work so that we can continue to carry out
Merck's mission of preserving and improving human life.
Sincerely,
Bruce
Kuhlik
Executive
Vice President and General Counsel
Press release: Merck
Provides Update on Previously Disclosed U.S. Department of Justice Investigation
Relating to Vioxx [link]
Press release: Merck
Provides Update on Merger Financing [link]
Forward-Looking
Statements
This
communication contains “forward-looking statements” as that term is defined in
the Private Securities Litigation Reform Act of 1995. These statements are based
on Merck's and Schering-Plough’s managements' current expectations and involve
risks and uncertainties, which may cause results to differ materially from those
set forth in the statements. The forward-looking statements may include
statements regarding product development, product potential or financial
performance. No forward-looking statement can be guaranteed, and actual results
may differ materially from those projected. 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. Forward-looking
statements in this communication should be evaluated together with the many
uncertainties that affect either companies' business, particularly those
mentioned in the risk factors and cautionary statements set forth in Item 1A of
either companies' annual reports on Form 10-K for the year ended December 31,
2008, in their respective quarterly reports on Form 10-Q and in their respective
current reports on Form 8-K, including, the current report on Form 8-K filed by
Merck on March 10, 2009, each of which is incorporated by
reference.
These
reports are available at www.merck.com and
www.schering-plough.com.
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 Securities and Exchange Commission (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 2008 annual meeting of shareholders,
filed with the SEC on April 23, 2008, 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.
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 2008 annual meeting of shareholders,
filed with the SEC on April 23, 2008, 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.