Three Directors Set For Newly-Combined Merck
03 Septiembre 2009 - 11:30AM
Business Wire
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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