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8-K - FORM 8-K - Merck & Co., Inc. | y83225e8vk.htm |
EX-10.1 - EX-10.1 - Merck & Co., Inc. | y83225exv10w1.htm |
Exhibit 99.1
News Release |
Sanofi-aventis
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Merck | |||
Media Contact :
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Media Contact : | |||
Jean-Marc Podvin
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David Caouette | |||
+33 1 53 77 44 50
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(908) 423 34 61 | |||
Investor Contact :
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Investor Contact : | |||
Sébastien Martel
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Carol Ferguson | |||
+33 1 53 77 45 45
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(908) 423 44 65 |
CONFERENCE CALL & WEBCAST
Sanofi-aventis and Merck will host a conference call today, Tuesday March 9, 2010
at 2:00 p.m. (Paris Time CET) 8:00 a.m. (NY Time EST)
at 2:00 p.m. (Paris Time CET) 8:00 a.m. (NY Time EST)
See details for the conference call at the end or the release.
Sanofi-aventis and Merck to create
a Global Leader in Animal Health
a Global Leader in Animal Health
- Sanofi-aventis exercises its option to combine
Merial with Intervet/Schering-Plough
in a new equally-owned Joint Venture with Merck
Merial with Intervet/Schering-Plough
in a new equally-owned Joint Venture with Merck
Paris, France and Whitehouse Station, NJ. March 9, 2010 Sanofi-aventis (EURONEXT: SAN
and NYSE: SNY) and Merck & Co., Inc. (NYSE: MRK) announced today that sanofi-aventis has exercised
its option to combine Merial with Intervet/Schering-Plough, Mercks Animal Health business, to
create a global leader in Animal Health.
The new joint venture will be equally-owned by Merck and sanofi-aventis. The formation of
this new animal health joint venture is subject to execution of final agreements, antitrust review
in the United States, Europe and other countries and other customary closing conditions. The
completion of the transaction is expected to occur in approximately the next 12 months.
The upcoming combination of Merial and Intervet/Schering-Plough is an exciting opportunity
for sanofi-aventis to create with Merck a leading company in the Animal Health strategic and
growing sector, said Christopher A. Viehbacher, Chief Executive Officer of sanofi-
aventis. I am convinced that, together, we will create strong value in bringing broader and
improved offerings in both pet and production animal segments. This transaction represents
another
consistent milestone in our diversification strategy to bring sustainable growth to
sanofi-aventis.
Merck has been in the animal health business for well over six decades and through this new
joint venture, we will bolster our diverse portfolio and create a new global competitor poised for
growth, said Richard T. Clark, Merck Chairman, President and Chief Executive Officer. This new
joint venture delivers on Mercks commitment to customer focus by creating one of the broadest
portfolios of animal health products and services in pharmaceuticals and biologics for millions of
customers who include farmers, veterinarians and pet owners. The planned joint venture will have an
attractive geographical network of global technology and expertise to provide health solutions
based on customers needs, which often vary regionally.
The entreprise value of Merial has been fixed at $8 billion and the entreprise value of
Intervet/Schering-Plough at $8.5 billion, leading to a true-up payment of $250 million to Merck
to establish a 50/50 joint venture. An additional amount of $750 million will be paid by
sanofi-aventis, as per the terms of the agreement signed on July 29, 2009. All payments, including
adjustments for debt and certain other liabilities will be made upon closing of the transaction.
This new joint venture will offer a broader portfolio of animal health products and services in
pharmaceuticals and biologics, as well as the ability to capitalize on growth opportunities in all
fields and countries around the world.
The worldwide animal health market reached $19 billion in 2008. Products for companion animals
accounted for 40 percent of total sales while products for production animals accounted for the
remaining 60 percent of total sales. This market is expected to grow at around 5 percent per year
over the next 5 years, driven by a growing demand for animal proteins, as well as a strong consumer
needs for companion animal health care.
The companies said that both Merial and Intervet/Schering-Plough will continue to operate
independently until the closing of the transaction.
About Merck
Todays Merck is working to help the world be well. Through our medicines, vaccines, biologic
therapies, and consumer and animal products, we work with customers and operate in more than 140
countries to deliver innovative health solutions. We also demonstrate our commitment to increasing
access to health care through far-reaching programs that donate and
deliver our products to the people who need them. Merck. Be Well. For more information, visit
www.merck.com.
About sanofi-aventis
Sanofi-aventis, a leading global pharmaceutical company, discovers, develops and distributes
therapeutic solutions to improve the lives of everyone. Sanofi-aventis is listed in Paris
(EURONEXT: SAN) and in New York (NYSE: SNY).
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About Intervet/Schering-Plough
Intervet/Schering-Plough Animal Health, based in Boxmeer, the Netherlands, is focused on the
research, development, manufacturing and marketing of animal health products. The company offers
customers one of the broadest, most innovative animal health portfolios, spanning products to
support performance and to prevent, treat and control disease in all major farm and companion
animal species. Intervet/Schering-Plough Animal Health is a fully owned business unit of Merck &
Co., Inc., based in Whitehouse Station NJ, USA. For more information about Intervet/Schering-Plough
Animal Health visit: www.intervet.com and www.merck.com.
About Merial
Merial is a world-leading, innovation-driven animal health company, providing a comprehensive
range of products to enhance the health, well-being and performance of a wide range of animals.
Merial employs approximately 5,700 people and operates in more than 150 countries worldwide.
Formed in 1997, Merial is a leading animal health company that was a 50/50 joint venture between
Merck and sanofi-aventis and is now a wholly-owned subsidiary of sanofi-aventis, after
Sanofi-aventis acquired Mercks interest in Merial for a cash consideration of $4 billion (US) in
2009. For more information, please see www.merial.com.
Forward Looking Statements by Merck
This news release 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 merger between Merck and
Schering-Plough, including future financial and operating results, the combined companys plans,
objectives, expectations and intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of Mercks management and are
subject to significant risks and uncertainties. Actual results may differ from those set forth in
the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: the possibility that the expected synergies from the merger of
Merck and Schering-Plough will not be realized, or will not be realized within the expected time
period, due to, among other things, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry; the risk that the businesses will not be
integrated successfully; disruption from the merger making it more difficult to maintain business
and operational relationships; Mercks ability to accurately predict future market conditions;
dependence on the effectiveness of Mercks patents and other protections for innovative products;
the risk of new and changing regulation and health policies in the U.S. and internationally and the
exposure to litigation and/or regulatory actions.
Merck undertakes no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise. Additional factors that could cause
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results
to differ materially from those described in the forward-looking statements can be found in Mercks
2009 Annual Report on Form 10-K and the companys other filings with the Securities and Exchange
Commission (SEC) available at the SECs Internet site (www.sec.gov).
Forward Looking Statements by sanofi-aventis
This press release contains forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not
historical facts. These statements include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and expectations with respect to
future financial results, events, operations, services, product development and potential and
statements regarding future performance. Forward-looking statements are generally identified by the
words expects, anticipates, believes, intends, estimates, plans and similar
expressions. Although sanofi-aventis management believes that the expectations reflected in such
forward-looking statements are reasonable, investors are cautioned that forward-looking information
and statements are subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of sanofi-aventis, that could cause actual results and
developments to differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties include among other
things, the uncertainties inherent in research and development, future clinical data and analysis,
including post marketing, decisions by regulatory authorities, such as the FDA or the EMA,
regarding whether and when to approve any drug, device or biological application that may be filed
for any such product candidates as well as their decisions regarding labelling and other
matters that could affect the availability or commercial potential of such products candidates, the
absence of guarantee that the products candidates if approved will be commercially successful, the
future approval and commercial success of therapeutic alternatives, the Groups ability to benefit
from external growth opportunities as well as those discussed or identified in the public filings
with the SEC and the AMF made by sanofi-aventis, including those listed under Risk Factors and
Cautionary Statement Regarding Forward-Looking Statements in sanofi-aventis annual report on
Form 20-F for the year ended December 31, 2008. Other than as required by applicable law,
sanofi-aventis does not undertake any obligation to update or revise any forward-looking
information or statements.
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TUESDAY MARCH 9, 2010 CONFERENCE CALL & WEBCAST
Sanofi-aventis and Merck will host a conference call today, Tuesday March 9, 2010
at 2:00 p.m. CET (8:00 a.m. EST)
Call-in numbers:
France: +33 (0)1 72 00 15 29
UK: +44 (0) 203 367 94 59
USA: +1 866 907 59 28
UK: +44 (0) 203 367 94 59
USA: +1 866 907 59 28
Replay:
France: +33 (0)1 72 00 15 00
UK: +44 (0) 203 367 94 60
USA: +1 877 642 30 18
Access code: 269754#
Replay available until March 19, 2010
France: +33 (0)1 72 00 15 00
UK: +44 (0) 203 367 94 60
USA: +1 877 642 30 18
Access code: 269754#
Replay available until March 19, 2010
The presentation and a webcast of the conference call will be available on the websites
www.sanofi-aventis.com. and www.merck.com.
The presentation will be followed by a Q&A session.
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