Merck & Company, Inc. · NYSE:MRK
Merck & — Shareholder Meeting (April 2009)
26 slides from Merck &'s shareholder meeting presentation, Apr 29, 2009
Slide 1: Building the New Merck: 2009 Annual Meeting of Stockholders
Building the New Merck 2009 Annual Meeting of Stockholders & MERCK
Slide 2: Forward-Looking Statements
ard-Looking Statements + This presentation includes *forwardJooking statements" within the meaning of the safe harbor provisions of the United States Private Secuttties Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits ofthe proposed me
Slide 3: Additional Info
Additional Info 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 SEC. Investors are urged to read the registration statement and joint proxy statement (including all amendments an
Slide 4: Richard T. Clark
Richard T. Clark Chairman, President and Chief Executive Officer & MERCK
Slide 5: Building the New Merck
Building the New Merck * To achieve our goal, we are fundamentally changing this company: — Re-engineering our business model — Optimizing effectiveness — Pursuing new revenue growth opportunities — Building new capabilities © MERCK
Slide 6: Overview of Financial Results
Overview of Financial Results FY 2008 — Full-year earnings per share (EPS) of $3.42, excluding certain items — Reported EPS of $3.64 1Q 2009 — First-quarter EPS of $0.74, excluding certain items — Reported EPS of $0.67 Stronger performance anticipated in second half of 2009 On track to meet full-yea
Slide 7: Merger of Merck and Schering-Plough
Merger of Merck and Schering-Plough ¢ Impact on Shareholders: Each Merck share will automatically become a share of the combined company ¢ Anticipated closing: Fourth quarter of 2009, subject to regulatory and shareholder approval © MERCK
Slide 8: Merck and Schering-Plough: A Compelling Combination
Merck and Schering-Plough: A Compelling Combination « Complementary products: Broadens scope of Merck's commercial portfolio in key therapeutic areas e Enhances R&D efforts and establishes a formidable pipeline: Adds high-potential pipeline candidates at all stages; doubles Merck Phase III candidate
Slide 9: Broadens and Complements Commercial Portfolio with Leading Franchises
Broadens and Complements Commercial Portfolio with Leading Franchises Therapeutic Area Schering-Plough Products Merck Products Ve Januvia — COZANR (evetinbetsimastetn! ‘sitaglioy tablets (ost prasuntte, Zetia =f Tredaptive, © HYZARR (ezetinibe) ere Infectious — NOXAF IL Disease Z pacers SINGULAIR [M
Slide 10: Geographically Diverse Revenue Base
re Geographically Diverse Revenue Base Merck: 2008 $23.9B Combined’: 2008 $46.9B Latin America Latin America 9 4% J 7% Japan Asia Pacific ro Asia Pacific 6% 6% ~~ bs 5% ~~ United States United States \ Europe and 56% Europe and 47% Canada Canada ci) 35% | . International Sales $10.5 billion Internat
Slide 11: Merck and Schering-Plough: A Compelling Combination
Merck and Schering-Plough: A Compelling Combination Financial Strength ¢ Maintain Merck dividend: Based on strong free cash flow generated by combination ¢ Maintain strong balance sheet: Rating agencies have maintained Merck's current strong credit rating, following merger announcement © MERCK
Slide 12: Significant Financial Benefits
Significant Financial Benefits ¢ Significant Accretion: Anticipated to be modestly accretive to non-GAAP EPS in first year and significantly accretive thereafter — Significant cost savings opportunities — Enhanced financial flexibility to invest in promising drug candidates as well as external R&D ¢
Slide 13: Progress to Date
Progress to Date ¢ Progress since March 9: — Syndication of financing completed — Premerger notification filings submitted — Preparations under way for preliminary S-4 proxy filing ¢ Integration planning has begun: — Integration teams in place — Priority: Retaining best talent from both companies ©
Slide 14: What Will Not Change
What Will Not Change ° Merck remains committed to: — Meeting patients’ needs — Scientific excellence — Ethics and integrity — Transparency ¢ We also remain committed to helping people and supporting the communities in which we work and live: — MerckVolunteers program — Merck Patient Assistance Progr
Slide 15: Dr. Peter S. Kim
Dr. Peter S. Kim President, Merck Research Laboratories & MERCK
Slide 16: Outline
Outline * Science-Based Diversification « Planned Merck Schering-Plough Merger ¢ Merck Pipeline Update © MERCK
Slide 17: Merck's R&D Strategy: Science-Based Diversification of Merck's Portfolio
Merck’s R&D Strategy: Science-Based Diversification of Merck’s Portfolio Patient 7 Population Approaches Modalities + Primary Care + Novel + Small Molecules + Specialty Care + Best in Class * Vaccines + Hospital Setting + Lifecycle * Biologics Management + Peptides + RNAi
Slide 18: Outline
Outline * Science-Based Diversification « Planned Merck Schering-Plough Merger « Merck Pipeline Update © MERCK
Slide 19: 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 a common culture of scientific excellence ¢ Schering-Plough’s therapeutic areas of focus complement those of Merck ¢ Schering-Plough has an established presence in onc
Slide 20: Mid- and Late-Stage Pipeline: A Powerful Combination
Mid- and Late-Stage Pipeline: A Powerful Combinatio Select Programs (February 2009) Merck Schering-Plough Cardiovascular! Metabolic v Infectious Disease Respiratory & q Immunology 7 Neuroscience Oncol MK-8669 (sarcoma) q ncology MK-0646 (colorectal cancer) * Endocrine & 1 Women’s Health \= under reg
Slide 21: Broader and Deeper Clinical Pipeline
Broader and Deeper Clinical Pipeline (February 2009) Athero., MK.05240 Athero., MK-0524B ‘Athero., MK-0859 (anacetrapib) Cancer, MK-86 (deforolimus; AP23573) CHE, MK-7418 (rolofyttine; KWw3902) Diabetes, MK.0431C (anuvia { piogtitazone) HPV Vaccine, VS03 Migraine, MiK-0974 (telcagepant) Osteoporosis
Slide 22: Outline
Outline * Science-Based Diversification ¢ Planned Merck Schering-Plough Merger ¢ Merck Pipeline Update © MERCK
Slide 23: Merck Pipeline: February 15, 2009
Merck Pipeline: February 15, 2009 Alzheimer’s Disease, v0 > Diabetes, MK-4074 > Anemia, MK-2578 Infectious Disease, MK-3281 Cancer, MK-0752 P> Neurologic, MK-5395 Cancer, MK-1775 P> Neutropenia, INS-19 Atherosclerosis, MK-1903 ‘Acute Heart F allure, MK.7418 (rolofylline; KW3902) ‘Atherosclerosis, MK
Slide 24: Summary
Summary ¢ Schering-Plough and Merck have complementary pipelines and a common culture ¢ The inherent risk of an R&D portfolio can be managed through science-based diversification * Scientists at both companies share the vision of leveraging the best science to meet major unmet medical needs ¢ The pl
Slide 25: Building the New Merck: 2009 Annual Meeting of Stockholders
Building the New Merck 2009 Annual Meeting of Stockholders & MERCK
Slide 26: Forward-Looking Statements
Forward-Looking Statements This communication includes “ forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. S uch statements may include, but are not limited to, statements about the benefits of the prop