Friday, November 6, 2009

How We'll Likely Never Learn The Full Extent Of The Schering-Plough "Ex-Top Five's" Take-Home

Assuming that each of the now ex-"top five" from old Schering-Plough, namely Hassan, Bertolini, Koestler, Cox (don't forget though, Ms. Cox already took off the table -- netted -- about $13 million, in the Spring of 2007) and Sabatino get good advice -- we'll likely never know the full extent of their respective hauls, from this bust-up deal, styled as a reverse merger.

How so?

Well, all each need do is wait a full six months beyond their departure date -- or, until after April 7, 2010, to sell any of the New Merck shares, or exercise the New Merck options each holds (likely selling just in time for individuals' IRS Day*, on April 15, 2010!) -- then, these transactions will no longer be reportable, under rules contemplated by Section 16 of the federal Securities Exchange Act of 1934. It would be wise for each to do so, given the eye-popping estimates in the pie-chart, at right. [The total would be over $450 million, if Koestler's likely payouts were included.]

From page 10 of the SEC Form 8-K for the old Schering-Plough shell that was then renamed "Merck", and filed two nights ago, thus:

. . . .(e) Compensatory Agreements and Arrangements

In connection with each of Mr. Hassan’s, Mr. Bertolini’s, Mr. Koestler’s, Ms. Cox’s, and Mr. Sabatino’s separation from service in connection with the Mergers, each became eligible to receive severance payments and benefits in accordance with his or her individual employment agreements. . . .

Indeed. The links (in the blue-text) show my calculations, relative to the pie chart, above right.


* It seems likely to me that this particular merger closing date, November 4, 2009 -- before the Japanese clearance (but after only the Mexican and Chinese clearances) -- was finally-settled upon, at least in part, so that the top five could put at least a little more than six-full-months in between their collective departure date, and tax day -- when the tax on all of their respective Sch-Mercking cash severance, and the $10.50 per share (also in cash), for each share held, will be due. They'll use the $10.50 in cash to fund the 2009 IRS liability, then likely sell off a portion, in May 2010, to replenish the liquidity in their portfolios -- without making any public disclosures.

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