Merck Shareholders Approve Merger With Schering-Plough
07 Agosto 2009 - 10:00AM
Business Wire
Merck & Co. (NYSE: MRK) today announced that its
shareholders voted overwhelmingly to approve the proposed merger
with Schering-Plough (NYSE: SGP). The preliminary tabulation
indicates that more than 99% of the company’s outstanding shares
voted in favor of the transaction. Merck today held its special
shareholder meeting in Bridgewater, New Jersey to vote on the
proposed merger.
“We are gratified by the shareholder confidence demonstrated
through the outcome of today’s vote,” said Richard T. Clark,
Merck’s Chairman, President and Chief Executive Officer. “On behalf
of Merck’s Board and management team, I want to thank our
shareholders, customers and dedicated employees for their support
throughout this process. We look forward to completing the merger
with Schering-Plough and to creating a strong, global leader that
can make a substantial difference to patients and global
healthcare.”
As previously announced on March 9, 2009, under the terms of the
agreement, Schering-Plough shareholders will receive 0.5767 of a
share of new Merck common stock and $10.50 in cash for each share
of Schering-Plough. For Merck shareholders, existing Merck share
certificates will automatically represent an equal number of shares
in the new Merck after completion of the merger.
The company expects the transaction to close in the fourth
quarter of 2009, as originally planned. The transaction remains
subject to the satisfaction of customary closing conditions and
regulatory approvals, including expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, as well as clearance by the
European Commission under the SEC Merger Regulation and certain
other foreign jurisdictions.
All proxy cards and ballots submitted at the special meeting
were processed by IVS Associates Inc. for final tabulation and
certification. Final voting results will be publicly announced
promptly after they have been tabulated and certified.
About Merck
Merck & Co., Inc. is a global research-driven pharmaceutical
company dedicated to putting patients first. Established in 1891,
Merck currently 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.
Forward Looking Statement
This communication also 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 ability to accurately predict
future market conditions; dependence on the effectiveness of
Merck’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 undertakes 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, Current Report on Form 8-K filed on June 22,
2009, Merck'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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