Per the Peter Loftus, at The Wall Street Journal:
. . . .Drug maker Merck & Co. said it has withdrawn its initial filing for U.S. antitrust clearance for its proposed $41 billion purchase of Schering-Plough Corp. but plans to refile with additional information as soon as possible. . . . [A company spokesman] declined to specify the additional information Merck will provide or what led to the withdrawal of the initial filing. . . .
Merck decided to withdraw the filing Monday and will refile soon, which will trigger another 30-day waiting period. . . .
"We believe the refiling for us will provide a productive review process," said [the company spokesman]. "Other parties have taken similar actions in past transactions. We decided to refile as part of our efforts to cooperate with the FTC in their review of the transaction". . . .
This is a common tactical maneuver -- in larger transactions -- to minimize the size, and scope, of the FTC's often-inevitable "second request". [Pfizer received an H-S-R "second request" on the Wyeth deal, for example.] After the initial filing (and after a few consensual waivers of the expiration of the 30 day waiting periods), often the FTC will make a formal request -- a "second request" -- asking for additional information on specific overlapping markets and products.
Merck may very well have gleaned, in its conversations with FTC staffers, where the FTC's deepest antitrust concerns reside. In a pre-emptive move, then, Merck lawyers may have withdrawn the application, temporarily, only to refile it, in a few weeks, with additional details about the markets and products upon which the FTC is focusing most intently.
In any event, this does make a year-end 2009 closing date look less likely -- as I've said, repeatedly, for months now. Moreover, it marginally increases the odds that Merck and Schering-Plough will have to agree to bust-up, and sell-off, more of the to-be-combined company -- to get the deal done.