Monday, June 29, 2009

Team Merck to SEC, Tonight: "What We Know" and "What We Don't."


Another merger update was provided to Merck employees today, and filed, by Merck, with the SEC, tonight. It is interesting how careful Merck is to point out that the shareholders might not vote in favor of this particular reverse-merger structure -- THRICE. (I've reprinted, and bolded it -- below, along with some of the more salient bits):

TopicWhat We Know. . .What We Don't Know Yet. . .

FacilitiesThe Facilities Integration Team is currently analyzing all the Merck and Schering-Plough sites to see how they would best fit in the combined company. The evaluation of these facilities and their future roles is a complicated process — involving a careful assessment of organizational requirements, employee demographics and community commitments — and will occur over time. Information about site decisions will be shared as soon as appropriate.

Which sites will remain, which ones might decrease or increase in size and which ones will close.
Number of global employees post-closeImmediately at closing, the new Merck will have more than 100,000 employees total. Longer term, the substantial majority of employees will remain, but there will be a 15-percent reduction in the total workforce.Exactly which jobs will be affected and where, or how many and which employees the new Merck will need to operate efficiently. We also don't know when job reductions will occur within individual divisions and functions, although the job reductions are expected to take place through the year 2011. . . .

Employee benefits programsCurrent benefits programs will continue. We anticipate that any changes will be limited to those which are typical for routine business, and are not dependent upon the merger.What the new Merck’s benefits programs will be in the future. Merck's and Schering-Plough's benefits plans will be harmonized over time, with the majority of changes being planned for the year 2011 and later.

Merger Completion Date -- Day 1Our goal is to complete the merger during Q4 2009.

The exact date. . . .
Leadership team of the new MerckDick Clark will lead the new Merck as chairman, president and CEO. Other executive leaders — from Executive Committee through senior leadership, including most country-level senior leadership — will be named close to Day 1.

The specific organizational structure and who will be named to executive leadership roles. . . .
Special shareholders' meetingsOn June 24, the U.S. Securities and Exchange Commission (SEC) completed its review of the companies' joint merger proxy statement and declared it effective. In addition, regulators worldwide will review and approve the proposal for a combined company from an anti-trust perspective. Aug. 7 is the date of the special shareholders' meetings of both companies.

How the shareholders will vote; when and whether the proxy materials will be approved and the anti-trust approvals will be granted.
Shareholders' [Exchange Terms]Under the agreement, Schering-Plough shareholders will receive 0.5767 shares of Merck and $10.50 in cash for each share of Schering-Plough stock they own, upon closing of the merger.If the shareholders of each company will agree to the price and the merger. In the joint proxy materials, the boards of directors of both companies encourage shareholders to vote for the merger.

This ought to be very interesting.

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