So, as I had earlier said it would, Schering-Plough amended the Rule 424(b)(3) filing, tonight, at the SEC -- mostly to reflect the closing of the Merck debt offering. Note (below) that the date "25" now appears in place of the "[•]", from last night's amended SEC Form S-4 filing. [The Rule 424(b)(3) prospectus is an incorporated part of the Form S-4. Merck made similar Schedule 14A merger filings with the SEC, as it was required to, tonight.] Here it is:
. . . .On June 25, 2009, Merck completed a $4.25 billion public offering of senior unsecured notes. In connection with this offering, the bridge loan agreement was terminated and the commitment of the lenders under the 364-day asset sale facility was reduced by approximately $375 million. . . .
Segue
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As I noted in the comment-box, below, the notion (in the current version of the "Risk Factors" and "Legal Proceedings" sections) that the savings Merck projects from the merger by 2012 won't decline materially in the event J&J prevails in the arbitration is true -- in so far as it goes:
. . . .The estimated annual cost savings of $3.5 billion expected to be realized from the transaction annually after 2011 is not dependent on the retention of the rights to distribute Remicade and golimumab, although the loss of these rights would reduce the amount of sales expected to be generated by the combined company. . . .
However, what it fails to make plain is that, because Remicade (and soon, Simponi) are such high-margin products, the loss of even say $1 billion of sales of the drugs is probably also the loss of over $800 million of pre-tax income. And that is a material amount of EPS, even to the gargantuan New Merck.
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