Merck & Company, Inc. · NYSE:MRK
Merck & — Merger or Acquisition (March 2009)
28 slides from Merck &'s merger presentation, Mar 12, 2009
Slide 1: Merger with Merck
Merger with Merck March 11, 2009 Schering-Plough
Slide 2: Forward-Looking Statement
Forward-Looking Statement 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. Such statements may include, but are not limited to, statements about the benefits of the propose
Slide 3: Other Information
Other Information 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 statement and joint
Slide 4: Agenda
Agenda ¢ Overview of current situation « Rationale for merger with Merck « Expectations of you o® Schering-Plough For Intemal Use Only
Slide 5: Action Agenda: New Thinking, New Capabilities, New Urgency
Action Agenda: New Thinking, New Capabilities, New Urgency STABILIZE OB Schering-Plough For Internal Use Only 1 aivo08 | 5
Slide 6: Schering-Plough: A Lot to Work With
Schering-Plough: A Lot to Work With Talented People Solid Products with Long Expected Exclusivity Strong Pipeline More Diversified Company ___ ©® Schering-Plough For Internal Use Only 1 anvo0e | 6
Slide 7: We Have Strong Business Diversity
We Have Strong Business Diversity 3 strong pharma-science based segments ($ million) Consumer Health % of GAAP Sales YTD FY08 $14,253 Prescription Business * YTD 2008 includes sales from Organon BioSciences of $5.4 billion. 4 ® Schering-Plough For Internal Use Only 1 snvz009 | 7
Slide 8: Our Five Stars are Progressing
Our Five Stars are Progressing TRA SIMPONI SAPHRIS BOCEPREVIR BRIDION AAA ...in a Constellation of Many More Attractive Projects O® Schering-Plough For Internal Use Only 1 sii008 | 8
Slide 9: We are in the Sweet Spot for Expected Exclusivity and New Product Flow
We are in the Sweet Spot for Expected Exclusivity and New Product Flow [_*- =, Exclusivity Anticipated New Product Flow ® Schering-Plough For Internal Use Only 1 sito | 9
Slide 10: Challenging Pharmaceutical Environment
Challenging Pharmaceutical Environment ¢ Patent expirations for many of our peers ¢ Increasing generic penetration ¢ Slowing R&D productivity ¢ Challenging regulatory environment « New political pressures, especially in the U.S. ¢ Problems in the general economy j — ® Schering-Plough For Internal Us
Slide 11: Agenda
Agenda * Overview of current situation ¢ Rationale for merger with Merck ¢ Expectations of you ©® Schering-Plough For Internal Use Only [| ant | 44
Slide 12: A Compelling Combination
A Compelling Combination A Formula for Growth ¢ Strong, complementary portfolio ¢ Enhances R&D efforts and pipeline: * Two science-centered companies * Doubles the number of late stage candidates to 18 * Expanded global presence * Substantial synergies ¢ Financial Strength: Maintain Merck dividend &
Slide 13: Why Do this Deal?
Why Do this Deal? € MERCK « Board determined this is the best course * Combination brings together two science-centered companies ¢ Merger offers Schering-Plough shareholders a >40% premium (Based on the average closing price of the two stocks over the last 30-days ending March 6, 2009) ¢ Substantia
Slide 14: Broad and Complementary Rx Portfolio with Leading Franchises
Broad and Complementary Rx Portfolio with Leading Franchises Therapeutic Area Schering-Plough Products Merck Products (a) : viorn. Januvia ‘Tredaptive: Cardio / : (ezetimibelsimvastatin! (sitaglitin) tablets nafiwersite Metabolic INTEGRILIN' Zetia HYZARR (ezetimibe) COZARS a R ere ori ~ Poona ISENTR
Slide 15: REMICADE and Golimumab
REMICADE and Golimumab Remicade is well-established for a broad range of conditions 2008 sales of $2.1 billion Simponi is a late-stage pipeline product expected to be approved in 2009 ° We believe distribution rights to REMICADE and SIMPONI will be retained (d) Remicade 4 ' SS INFLIXIMAB i iN : , ®@
Slide 16: Strength in Animal Health
Strength in Animal Health Complementary Portfolios Intervet/Schering-Plough Animal Merial Health « A leader in cattle, poultry, swine, aquaculture Pharmaceuticals and vaccines A robust pipeline >1,000 marketed products 2008 sales = $3.0 billion Merck and Sanofi joint venture A leader in companion an
Slide 17: No Overlap in Consumer Health
No Overlap in Consumer Health Foot care | oTc Sun care Medicines | $239 | Sales FY 2008 ($ billion) ®@ Schering-Plough For Internal Use Only | anveo9 | a7
Slide 18: Strength Across Key Therapeutic Areas
Strength Across Key Therapeutic Areas Other 18% Cardio/ Metabolic 24% OTC 3% Animal Health 6% Oncology 3% Respiratory Arthrtis/ il Immunology 6% ‘Women's Health 8% Vaccines Infectious 9% Disease 9% @® Schering-Plough For Internal Use Only 1 sit003 | 18
Slide 19: Key Products Have Long-Lived Marketing Exclusivity
Key Products Have Long-Lived Marketing Exclusivity $3,558mm $790mm $4,337mm $2,118mm $1,002mm $1,155mm $2,201mm $2,360mm $914mm $1,748mm $361mm $1,403mm @® Schering-Plough For Internal Use Only ] ati008 | 49
Slide 20: Broader and Deeper Clinical Pipeline
Broader and Deeper Clinical Pipeline Athero,, MK-4903 Athero., MK-6243 Cancer, MK-0845 Diabetes, MK.0393 Diabetes, MK-8245 Infect. Dis, v449 Infect. Dis, V740 Insomnia, MK-4305 Neurologic, MK-0248 Osteoporosis, MK-5442 Paychiatric Dis., MK-5757 Respiratory Dis., MK-0476C Respiratory Dis., MK-0633 ca
Slide 21: Significant Financial Benefits
Significant Financial Benefits Accretive Merger: Anticipated to be modestly accretive to non-GAAP EPS in first year following the close and significantly accretive thereafter — Synergies: Significant cost savings of incremental ~$3.5bn annually beyond 2011 — Investment: Enhance ability to invest in
Slide 22: Integration Planning Process
Integration Planning Process Integration Planning teams appointed — Merck team to be led by Adam Schechter — Schering-Plough team to be led by Brent Saunders Established working relationships and science-centered cultures will facilitate smooth transition for post-close integration Company name: Mer
Slide 23: Roadmap to Completion
Roadmap to Completion File required SEC forms including the Form S-4 Special meetings for Merck and Schering-Plough shareholder approval Receive regulatory approvals Transaction expected to be completed in the fourth quarter of 2009 ___ ©® Schering-Plough For Internal Use Only | ari09 | 23
Slide 24: Agenda
Agenda ¢ Overview of current situation ¢ Rationale for merger with Merck ¢ Expectations of you oT ® Schering-Plough For Internal Use Only | stvz008 | 28
Slide 25: Stay Focused on Our Strategy
Stay Focused on Our Strategy Grow the Top Line Grow the R&D Pipeline Reduce Costs and Invest Wisely ee OB Schering-Plough For Internal Use Only 1 anions | 25
Slide 26: Guiding Principles until Deal Closure
Guiding Principles until Deal Closure * Continue to execute our basic strategy « Focus on your doing your job very well * Be patient - deal closure will take many months (expected Q4 2009) « Substantial majority of Schering-Plough colleagues will remain with Merck after the close * Key priority is k
Slide 27: Leader Behaviors & Emotional Intelligence ... Now More than Ever
Leader Behaviors & Emotional Intelligence ... Now More than Ever Shared Accountability and Transparency Cross-Functional Teamwork and Collaboration Listening and Learning Benchmarking and Continuously Improving Coaching and Developing Others Business Integrity ©® Schering-Plough For Internal Use Onl
Slide 28: A Compelling Combination
A Compelling Combination A Formula for Growth « Strong, complementary portfolio * Enhances R&D efforts and pipeline: * Two science-centered companies * Doubles the number of late stage candidates to 18 * Expanded global presence * Substantial synergies ¢ Financial Strength: Maintain Merck dividend &