Thursday, September 3, 2009

Three Continuing Schering-Plough Directors -- Officially Named (Ten Retired or Resigning). . . .


All but three, of the current eleven Schering-Plough board members had agreed to resign, as part of the reverse-merger agreements disclosed on March 9, 2009. [Actually, two more: Hans Becherer, and Carl Mundy, retired earlier this year, bringing the total not continuing at New Merck to ten.]

In any event, the three people that Merck's board of directors, and CEO Dick Clark, have decided to retain are (per an SEC Form 8-K, just filed):

. . . .C. ROBERT KIDDER, Age 64, Chairman and Chief Executive Officer of 3Stone Advisors LLC (private investment firm) since August 2006 and Chairman of Chrysler Group LLC since June 2009.

Prior History: Mr. Kidder was a Principal of Stonehenge Partners, Inc. (private investment firm) from April 2004 to July 2006. He was Chairman and Chief Executive Officer of Borden, Inc. from 1995 to 2003. He was also a Founding Partner of Borden Capital Management Partners. Prior to that, he was at Duracell International Inc. from 1980 to 1994, assuming the role of President and Chief Executive Officer in 1984.

Other Directorships: Morgan Stanley (since 1993) and Chrysler Group LLC (since June 2009)

Other: Board of Trustees of Columbus Nationwide Children’s Hospital, President of Wexner Center Foundation and Chairman of the Board of Ohio University.

Schering-Plough Service: Director, member of the Compensation Committee, and member of the Finance Committee, all since 2005

Expertise and Qualifications: Among many qualifications, Mr. Kidder brings expertise in finance and capital markets, strategic matters, and manufacturing quality processes, as well as significant experience as a senior executive and director of major complex global companies.

PATRICIA F. RUSSO, Age 57, Former Chief Executive Officer and Director of Alcatel-Lucent (communications company) from December 2006 through August 2008.

Prior History: Ms. Russo served as Chairman from 2003 to 2006 and Chief Executive Officer from 2002 to 2006 of Lucent Technologies Inc. Ms. Russo was President and Chief Operating Officer of Eastman Kodak Company from April 2001 and Director from July 2001, and Chairman of Avaya Inc. since December 2000, until she rejoined Lucent in January 2002. Ms. Russo was Executive Vice President and Chief Executive Officer of the Service Provider Networks business of Lucent from November 1999 to August 2000 and served as Executive Vice President from 1996 to 1999. Prior to that, she held various executive positions with Lucent and AT&T.

Other Directorships: Alcoa Inc. (since 2008) and a U.S. Treasury Department appointee to the Board of General Motors Company (since July 2009)

Schering-Plough Service: Director since 1995, Lead Director since January 1, 2009, member of the Compensation Committee since 2000 and Chairman of that Committee since May 2009, member of the Nominating & Corporate Governance Committee since 2000 and Chairman of that Committee from 2002 until May 2009

Expertise and Qualifications: Among many qualifications, Ms. Russo brings significant general management expertise as a result of successfully running large complex global enterprises. Her experience includes matters relating to strategy, innovation, technology, marketing, manufacturing, customer relationship management as well as transformational change. In addition, her experience and perspectives are influenced by her years in direct management as well as the years she has served on the boards of large, global companies.

CRAIG B. THOMPSON, M.D., Age 56, Director of the Abramson Cancer Center and Professor of Medicine at the University of Pennsylvania School of Medicine.

Prior History: Dr. Thompson was a Professor of Medicine, Investigator in the Howard Hughes Medical Institute, and Director of the Gwen Knapp Center for Lupus and Immunology Research at the University of Chicago from 1993 to 1999. Dr. Thompson was a Professor, Department of Medicine, at the University of Michigan from 1987 to 1993. Prior to that, he was a Medical Officer in the US Navy from 1979 to 1987.

Other: Chairman of the Medical Advisory Board at the Howard Hughes Medical Institute, a Director of the Keystone Symposia, and a member of the advisory board of M.D. Anderson Cancer Center. Dr. Thompson is a Fellow of the American Academy of Arts and Sciences and a member of the National Academy of Science and of the Institute of Medicine.

Schering-Plough Service: Director and Chairman of the Science & Technology Committee since 2008.

Expertise and Qualifications: Among many qualifications, Dr. Thompson brings deep expertise in medical research, scientific innovation, and the development and implementation of processes for quality assurance and ethical evaluation, as well as significant experience leading complex organizations. . . .

So, the resigning/retiring directors in 2009 are: Hans W. Becherer, Thomas J. Colligan, Philip Leder, M.D., Eugene R. McGrath, Carl E. Mundy, Jr., Antonio M. Perez, Jack L. Stahl, Kathryn C. Turner, Robert F.W. van Oordt, Arthur F. Weinbach and (of course!) CEO Fred Hassan.

This is a bust-up transaction -- plain and simple. [Semi-related: In case no one else noticed, the ECC just indicated it is going to do a "deeper dive" -- on the Oracle/Sun transaction in Europe. Is that a precursor to what we will see on the Merck/Sanofi-Merial-Intervet deal? Time will tell -- but if so, this deal will not close in 2009.]

2 comments:

Anonymous said...

So, any thoughts about someone stepping forward to 'blow the whistle?'

http://finance.yahoo.com/news/Pfizer-whistleblowers-ordeal-rb-1977940162.html?x=0&.v=1

Condor said...

Indeed.

Stay tuned.

Namaste