Schering-Plough Merger Vote -- A Live Blog, Right Here

Tune in, today tomorrow after lunch, for the live streaming webcast. We'll then cover all the goofily-twisted pretzel logic by which CEO Hassan and his top officers make their case that the "bust-up" transaction, styled as a proposed reverse merger with Merck is actually [yet another] triumph -- engineered by this vastly-experienced, and entirely selfless pharmaceuticals management team.

Final Update: My take-away, for Merck? If it is -- by 2010 -- going to be the second-largest public pharmaceutical company in the world, it ought to learn how to accurately describe its shareholders' vote totals. It all looked a little AAA farm-club, this morning. . . .

"But seriously, folks. . ." we'll begin in earnest at about 1:15 pm EDT, this afternoon tomorrow:

▲ Subsequently, the Schering-Plough press release indicates that a little over 78 percent of common shares outstanding were present, and voted by proxy at the meeting. That is rather anemic, actually -- given that proxies were being solicited since May of 2009. Now we wait to learn Merck's corresponding "present, and voting" percentage.

▲ 1:36 pm EDT: Meeting immediately adjourned. No Q&A; webcast feed terminated.

▲ 1:35 pm EDT: At least 99 percent of shares voted were voted in favor of the reverse merger. Meeting closing remarks.

▲ 1:34 pm EDT: Shareholder vote on merger moved, seconded and polls opened. Polls closed, within 10 seconds, thereafter.

▲ 1:33 pm EDT: No votes from the floor; no one asks for a proxy. . . . Now the SEC disclaimers.

▲ 1:30 pm EDT: Fred Hassan on the podium -- meeting underway. Susan Ellen Wolf is up -- indicates Georgeson has done a good job getting the vote in. . . .

▲ 1:27 pm EDT: And now the Dr. Scholl's "For Her" commercial, with women in short skirts and pumps -- mowing the lawn. . . . sheesh.

▲ 1:25 pm EDT: Intervet Home Again TV spot, followed by the Nasonex Bee TV spot -- the one FDA asked be kept off network TV, if memory serves. . . .

▲ 1:20 pm EDT: Running the Brooke Shields Coppertone TV commercial (without audio feed), now. . . .

▲ So, I will now be quite curious to see how many shares were "present" and represented, at today's Merck special shareholders' meeting -- given the truly-infantile error in its initial press release (see two dot points down-stream).

▲ The AP's Linda Johnson just offered this ". . . .The deal is structured as a reverse merger, meaning Kenilworth, N.J.-based Schering-Plough is technically the surviving company but will operate under Merck's better-known name. . . . That's an attempt to hold onto $2 billion a year in revenue Schering-Plough gets under its partnership with Johnson & Johnson to sell lucrative biotech drugs for rheumatoid arthritis and other immune disorders. J&J argues a change-of-control provision in its contract with Schering-Plough allows it to take all revenue from the drugs, Remicade and new successor Simponi, and has started arbitration proceedings. . . ." And that's pretty good balance.

▲ Oops! -- Updated at 11:00 am EDT: (Merck corrects that more than 99 percent of votes cast, not more than 99 percent of outstanding shares, endorsed merger. . . .) That would be why it would generally be a wise idea to wait for certified results (or at least have a corporate lawyer look over the text), I guess, before press releasing inaccurate puffery. Sheesh -- it doesn't matter to the outcome, but it sure looks like a "seat of the pants" operation.

▲ Merck's announcement was released even before final tabulations -- a certified counting of the results -- were available from IVS Associates, Inc., the proxy-processor.

▲ For its part, Merck just announced that 99 percent of all outstanding shares (see Merck's error, above) shares voted were voted in favor of the reverse merger, at its early morning meeting -- one that was not webcast.

▲ The live streaming webcast will appear here, beginning around 1:15 pm EDT.