Merck & Company, Inc. · NYSE:MRK
Merck & — Merger or Acquisition (March 2009)
19 slides from Merck &'s merger presentation, Mar 11, 2009
Slide 1: Merck & Schering-Plough Merger Division Town Hall Presentation
ck & Schering-Plough Merger ision Town Hall Presentation March XX, 2009 & merck
Slide 2: Forward-Looking Statements
Looking Statements This presentation contains “forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on both Merck’s and Schering-Plough’s managements’ current expectations and involve risks and uncertainties, which ma
Slide 3: Additional Information
formation In connection with the proposed transaction, Schering-Plough will file a registration statement, including a Joint proxy statement of Merck and Schering-Plough, with the Securities and Exchange Commission (the "SEC"). Investors are urged to read the registration and joint proxy statement (
Slide 4: Agenda
Agenda Overview of the Transaction Benefits of the Transaction — Products — Pipeline — Financial — Our division Next Steps Qaa > MERCK
Slide 5: Transaction Overview
Transaction Overview + Merger of Merck and Schering-Plough + Price per Schering-Plough Share: $10.50 cash and 0.5767 of a share of the combined company (fixed exchange ratio); total consideration $41.1 billion — Total value of $23.61 per Schering-Plough share based on Merck's closing stock price on
Slide 6: Compelling Combination
ompelling Combination AFormula for Growth + Strong, complementary portfolio: Broadens scope of Merck commercial portfolio with leading franchises in key therapeutic areas — Schering-Plough products provide long-lived marketing exclusivity + Enhances R&D efforts and pipeline: Adds high potential earl
Slide 7: Broadens and Complements Commercial Portfolio with Leading Franchises
Broadens and Complements Commercial Portfolio with Leading Franchises Therapeutic Area ‘Schering-Plough Products Merck Products Yrorn, | Januvia ps bees Zetia (ezetimibe) Cardio / Metabolic (oxtewest soot) ke foliim’ @ruregor NuvARinc’ | FosaMAXPLUSD 9) Acca atemereroe Arthritis / 3 Immunology @Remi
Slide 8: Strength Across Key Therapeutic Areas
Strength Across Key Therapeutic Areas Combined 2008 Sales’: $46.9B Other Careioy 18% Metabolic 24% ore 3% Anirnal Heath 6% Oncology 3. Respiratory Arthritis! 14% Irnrrunology 6% ‘Women's Heath Vaccines 8% Infectious: 9% Disease 9% " Sales fgures reflect Merck and Scheting-Plough reported 2008 sales
Slide 9: More Geographically Diverse Revenue Base
More Geographically Diverse Revenue Base Merck: 2008 $23.9B Japan Latin America, 5% 4% Asia Paci 6% Unites States Europe and stk Canada 26% International Sales $10.5 billion Combined” 2008 $46.9B Latin Japan America — 8% Asia 7% Pacific 5% United States 47% Europe and Canada 36% International Sales
Slide 10: Merck and Schering-Plough Products Provide Long-Remaining Marketing Exclusivity
Merck and Schering-Plough Products Provide Long-Remaining Marketing Exclusivity exclusivity CLARINEX TEMODAR, NASONEX ZETA IsenTRESs GARDASIL
Slide 11: Shared Commitment to Discovering and Developing Important Therapies for Patients
Shared Commitment to Discovering and Developing Important Therapies for Patients « Schering-Plough and Merck R&D organizations share acommon culture of scientific excellence + Schering-Plough has an established presence in oncology and neuroscience, two areas Merck is building + Schering-Plough’s ex
Slide 12: Broader and Deeper Clinical Pipeline
Broader and Deeper Clinical Pipeline (February, 2009) Phase ll Compounds Phase Ill Compounds ‘ere, WE TROND apr ien, AMPA rani @yene pte atari Rint, ‘wre, wK213 Cana, wear ‘contasepton, HOMAGE, ‘ane, wicca Fart. ortottopin ate tastoraimut P9873) a2 ih ‘cane, nor rai Aiea? Ti was) ‘Caner HK nner (eR
Slide 13: Significant Financial Benefits
Significant Financial Benefits + Significant Accretion: Anticipated to be modestly accretive to non-GAAP. EPS in first year following the close and significantly accretive thereafter - Synergies: Significant cost savings opportunities of incremental ~$3.5bn annually beyond 2011 - Investment: Enhance
Slide 14: Significant Cost Savings Opportunities
Significant Cost Savings Opportunities Annual incremental synergies of Annual cost savi ted to b innual cost savings expected to be ~$3.5 ion beyond 2011 achieved beyond 2011 — Approximately half of annual synergies achieved in first full year following transaction $3.50 billion $5.95 bil — Approxim
Slide 15: Benefits for Our Division
Benefits for Our Division ¢ To be filled in by division comm
Slide 16: Integration Process
Integration Process + Merck’s integration team to be led by Adam Schechter, President, Global Pharmaceuticals + Schering-Plough’s integration team to be led by Brent Saunders, senior vice president and president, Consumer Health Care « Similar culture and established working relationship will facili
Slide 17: Impact on Division Priorities
Impact on Division Priorities ¢ Use stop list to fill in
Slide 18: Questions & Answers
Questions & Answers
Slide 19: Forward-Looking Statements
This communication contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set f