Thursday, March 12, 2009

Schering-Plough Expects a Challenge -- on Remicade -- from JNJ

Yep -- that may plainly be inferred from Schering-Plough's latest Rule 425 prospectus material filed yesterday afternoon with the SEC -- the shiny-new SMIRK (Heh!) filed a Q&A document.

In it, we learn that CEOs Clark and Hassan plainly expected J&J to seek reversion rights as to Remicade (and Simponi?) -- but not an outright bid from J&J. That is, they each excluded a "J&J/Remicade" event from what would trigger the MAC -- or "material adverse change" clause -- and let all parties scuttle on out of the bust-up deal.

Long story short -- they expect a Remicade horse-trading session, or worst case, an arbitration, but not a full-on buy-out offer [below, "Saturn" is the code-name for "Schering-Plough"; "Mercury" is "Merck"]:

. . . .Q: In the Merger Agreement, are matters relating to the Schering joint venture with J&J (Remicade) arising in connection with the merger expressly excluded from events that could cause a Schering Material Adverse Effect?

A: Yes. [See Definition of Saturn Material Adverse Effect]. . . .

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