Wednesday, June 10, 2009

Yet Another Pair of "Merger Updates" From Merck, As Filed With the SEC Tonight


You may access the full text of both, right here, and here (this latter one talks about the potential for changes to retirement plans, after 2009, but does not explain what those might be). The most-useful, and broadly applicable information from both, is excerpted verbatim, below -- "straight from the horse's mouth":

. . . .If the Merck and Schering-Plough merger proceeds like many others before it, here is what you can expect:

Regulatory and Shareholder Approval

▲ The U.S. Securities and Exchange Commission (SEC) reviews and approves the joint merger proxy materials. Merck and Schering-Plough filed these last month.

▲ The companies send the joint merger proxy materials to their shareholders for voting.

▲ The companies conduct separate special meetings of their shareholders to consider the merger plan.

▲ If shareholders approve the proposal for a combined company, the merger progresses.

▲ If shareholders do not approve the proposal, the companies may take other steps to secure approval, such as making a tender offer for outstanding shares, or may decide not to go forward with the transaction.

Regulators worldwide review and approve the proposal for a combined company from an anti-trust perspective.

▲ If regulators in the United States or other countries express anti-trust concerns about the new company, they may require disposal of some assets.

▲ Countries that have additional requirements for local approval of the merger will provide that approval based on completion of those requirements.

▲ The proposed new company seeks approval to list its shares on a major exchange, such as the New York Stock Exchange. . . .

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. . . .FAQs on the Integration

Q. I am an employee in the United States and I'm wondering how the merger will affect my retirement. I am hoping to retire in the fourth quarter of 2009, but if that is when we are closing the merger, what should I do?

A. There are currently no plans to change the U.S. retirement program for 2009. In general, Merck plans to retain its employee benefit plans prior to the closing of the merger. We don't anticipate Merck's benefit plans will change in any material way when the merger closes.

Merck's Global Benefits team regularly reviews benefits to ensure they are appropriate, and will continue to do so after the merger closes. Routine changes to benefits, including retirement benefits, are not dependent upon the close of the merger of Merck and Schering-Plough. . . .

There you have it. All in one place.

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