Merck & Company, Inc. · NYSE:MRK
Merck & — Merger or Acquisition (March 2009)
16 slides from Merck &'s merger presentation, Mar 17, 2009
Slide 1: Merck & Schering-Plough Merger Division Town Hall Presentation
ck & Schering-Plough Merger ision Town Hall Presentation March 16, 2009 & merck
Slide 2: Forward-Looking Statements
Forward-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,
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 A Compelling Combination Benefits of the Transaction — Products — Pipeline — Financial — Our division Next Steps Qaa > MERCK
Slide 5: A 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: People Principles
People Principles Continue supporting our business commitments — Remain focused on core business; patients and customers — Add value to shareholders — Maintain focus and momentum on late stage pipeline Treat people with dignity and respect Communicate regularly and transparently Integrate quickly wi
Slide 14: People Principles
People Principles + Retain and deploy Schering’s top talent to drive our combined business — Majority of Schering-Plough colleagues to remain — No top-down review of Merck colleagues — Hiring freeze * Honor all contractual/Change in Control provisions, protections and benefits * Continue respective
Slide 15: Questions & Answers
Questions & Answers Submit or ask questions by... Email: From webcast video/audio pages or via Outlook: hr_communications@merck.com Phone: Int'l/Local Dial-In #: (706) 902-0743 Toll-Free Dial-In #: (866) 486-2604 Pass Code #: 90067204 > MERCK 7
Slide 16: Forward-Looking Statements
Forward-Looking Statements This communication includes “ forward-looking statements” within the meaning of the safe har bor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the prop