The Disclosure Hedging Begins Here -- at Merck & Co. . . .

On April 30, 2009, Merck published a web-page entitled "Your Top Merger Questions: Answered!" on its internal website, and filed it with the SEC a day later, as required. Unfortunately, Merck had to amend the disclosure, and the filing, a day later -- today. Take a look:

. . . ."Your Top Merger Questions: Answered!" posted on the Merck & Co., Inc. (“Merck”) internal website on April 30, 2009. . . .

Q. How will the merger affect Merck benefits, including severance and pension?

A. Merck has no plans to change its employee benefits plans as a result of the merger. Merck's Global Benefits regularly reviews benefits to ensure they are appropriate. . . .

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. . . ."Your Top Merger Questions: Answered!" posted on the Merck & Co., Inc. (“Merck”) internal website on May 1, 2009. . . .


Q. How will the merger affect Merck benefits, including severance and pension?

A. Merck is currently planning to retain its employee benefit plans prior to the closing of the merger, with only routine changes expected. We do not anticipate that Merck's benefit plans will automatically change in any material way when the merger closes. Merck's Global Benefits regularly reviews benefits to ensure that they are appropriate. . . .

The later, amended answer (in green) is plainly a more cautious, hedging statement. It arguably only promises "steady-state" Merck employee benefits -- up to, and until the proposed merger date. After the merger closes, it would seem plain that -- at a minimum, Merck benefits will eventually have to be changed -- to conform to Schering-Plough's, or vice-versa. Or -- at third possibility, and perhaps the most-likely -- both Merck and Schering-Plough benefits will be transitioned, post-merger, to a newly-created (probably lower-level, less costly) set of benefits.

Sad -- but very likely true.