Merck & Schering-Plough Merger Presentation. September 14, 2009

Transcription

1 Merck & Schering-Plough Merger Presentation September 14, 2009

2 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 Such statements may include, but are not limited to, statements about the benefits of the proposed merger between Merck and Schering-Plough, including future financial and operating results, the combined company s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck s and Schering-Plough s 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 proposed 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 ability to obtain governmental and self-regulatory organization approvals of the merger on the proposed terms and schedule; the actual terms of the financing required for the merger and/or the failure to obtain such financing; the failure of Schering-Plough or Merck stockholders to approve the merger; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; Merck s and Schering-Plough s ability to accurately predict future market conditions; dependence on the effectiveness of Merck s and Schering-Plough s 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 and Schering-Plough undertake 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 results to differ materially from those described in the forward-looking statements can be found in Merck s 2008 Annual Report on Form 10-K, Schering- Plough s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, the proxy statement filed by Merck on June 25, 2009 and each company s other filings with the Securities and Exchange Commission (the SEC ) available at the SEC s Internet site ( These reports are available on our websites at and 2

3 Transaction Overview Merger of Merck and Schering-Plough Price per Schering-Plough Share: $10.50 cash and 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 March 6, 2009 Premium: 34% to Schering-Plough shareholders based on Schering-Plough s closing stock price on March 6, 2009 Ownership: Schering-Plough shareholders to own approximately 32% and Merck shareholders to own approximately 68% of the combined company Anticipated Closing: Fourth quarter of 2009, subject to regulatory approvals Transaction Structure: Reverse Merger Schering-Plough will be renamed Merck and will continue as surviving public corporation Each Merck share will automatically become a share of the combined company 3

4 Merck and Schering-Plough: A Compelling Combination A Formula 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 early-, mid- and late-stage pipeline candidates to provide platform for sustainable growth Expanded global presence: Dramatically accelerates Merck's international growth efforts, especially in key emerging markets Substantial synergies: Incremental $3.5 billion in annual cost savings expected beyond 2011 Financial Strength Maintain Merck dividend: Based on strong free cash flow generated by combination Maintain strong balance sheet: Merck has maintained its credit ratings Transaction Designed to Maximize Total Shareholder Returns 4

5 Broadens and Complements Commercial Portfolio with Leading Franchises Therapeutic Area Schering-Plough Products Merck Products Cardio / Metabolic Infectious Disease Respiratory Women s Health Arthritis / Immunology Oncology 5

6 Value Creating Consolidation of Cholesterol JV Merck/Schering-Plough cholesterol JV generated revenue of $4.6 billion in 2008 Merck s 100% ownership enables: Streamlined decision-making ability Opportunity for leveraging cholesterol franchise through future combinations with ZETIA 6

7 REMICADE and Golimumab REMICADE is a well-established biologic product for inflammatory / immunological diseases Marketed by Schering-Plough in international territories, marketed by Johnson & Johnson in U.S. Schering-Plough s 2008 sales were $2.1bn Golimumab is a late-stage pipeline product expected to be launched in 2009 under the brand name SIMPONI Recently approved by the FDA Subject to profit-sharing arrangement with Johnson & Johnson, with Schering-Plough share decreasing from 60% to 50% over next five years. In addition, Schering-Plough incurs additional direct cost including Direct Selling, Promotion and R&D Johnson & Johnson has commenced an arbitration, we believe distribution rights to REMICADE and Golimumab will be retained 7

8 Animal Health and Consumer Health Businesses Animal Health Intervet/Schering-Plough Animal Health is a global leader in animal health, with market-leading products for a broad range of species More than 1,000 marketed products balanced between vaccines and pharmaceuticals Consumer Health Successful Rx-to-OTC switch company Leading consumer brands including CLARITIN, COPPERTONE and DR. SCHOLL S More than 12 new introductions planned in

9 Strength Across Key Therapeutic Areas Combined 2008 Sales 1 : $46.9B Other 18% Cardio/ Metabolic 24% OTC 3% Animal Health 6% Oncology 3% Arthritis/ Immunology 6% Respiratory 14% Women's Health 8% Infectious Disease 9% Vaccines 9% 1 Sales figures reflect Merck and Schering-Plough reported 2008 sales plus 100% of MSP JV reported sales 9

10 More Geographically Diverse Revenue Base Merck: 2008 $23.9B Combined ¹: 2008 $46.9B Asia Pacific 6% Latin America 4% Japan 8% Latin America Asia 7% Pacific 5% Japan 6% Europe and Canada 26% United States 56% Europe and Canada 35% United States 47% International Sales $10.5 billion International Sales $25.0 billion 1 Sales figures reflect Merck and Schering-Plough reported 2008 sales plus 100% of MSP JV reported sales 10

11 Merck and Schering-Plough Products Provide Long-Remaining Marketing Exclusivity Long periods of expected marketing exclusivity COZAAR/HYZAAR EU U.S. CLARINEX SINGULAIR EU U.S. / EU REMICADE EU TEMODAR EU U.S. JPN NASONEX EU U.S. ZETIA VYTORIN PEG-INTRON U.S. / EU U.S. U.S. / JPN JPN EU EU JANUVIA/JANUMET U.S. ISENTRESS GARDASIL U.S. U.S Merck MSP JV 11

12 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 has an established presence in oncology and neuroscience, two areas Merck is building Schering-Plough s expertise in novel biologics complements Merck s BioVentures technology Schering-Plough s therapeutic areas of focus complement those of Merck Mechanistic diversity adds strength to our joint pipeline 12

13 Mid- and Late-Stage Pipeline: A Powerful Combination Select Programs Current as of July 2009 (1) Cardiovascular/ Metabolic Infectious Disease Respiratory & Immunology Neuroscience Oncology Endocrine & Women s Health * Merck MK-0859 (atherosclerosis) MK-0524A & MK-0524B MK-6221 (vernakalant) ISENTRESS Tx Naïve (HIV) ISENTRESS QD (HIV) MK-7009 (HCV) MK-0476C (asthma) MK-0633 (COPD) MK-0974 (migraine) MK-4305 (insomnia) MK-8669 (sarcoma) MK-0646 (colorectal cancer) MK-0822 (osteoporosis) V-503 (HPV Vaccine) GARDASIL (27-45 years) = under regulatory review * = recent approval 13 * * Schering-Plough TRA (ACS, 2 prevention) Acadesine (reperfusion injury) Vicriviroc (HIV) Boceprevir (HCV) SIMPONI (inflammation) MFF (Asthma) Allergy Immunotherapy Tablet 1) Source: Merck from 10-Q filed on August 3, 2009; Schering-Plough from website July 2009 SAPHRIS (schiz.; bipolar) Sugammadex (anesthesia) Preladenant (Parkinson s) PEGINTRON (melanoma) TEMODAR I.V. (cancer) IGF-1R (colorectal cancer) Corifollitropin alfa (fertility) Esmirtazapine (hot flashes) NOMAC/E2 (contraceptive) International rights only MFF = Mometasone/Formoterol

14 Broader and Deeper Clinical Pipeline Current as of July 2009 (1) Alzheimer s Disease, MK-0249 Anemia, MK-2578 Atherosclerosis, MK-1903 Cancer, MK-0646 Cardiovascular, MK-0736 Cardiovascular, MK (vernakalant [oral]) Diabetes, MK-0893 Diabetes, MK-0941 Diabetes, MK-8245 Infectious Disease, MK-3415A Infectious Disease, MK-7009 Infectious Disease, V419 Infectious Disease, V710 Insomnia, MK-4305 Osteoporosis, MK-5442 Psychiatric Disease, MK-0594 Psychiatric Disease, MK-5757 Psychiatric Disease, MK-8998 Respiratory Disease, MK-0476C Respiratory Disease, MK-0633 Sarcopenia, MK-2866 (ostarine) Phase Phase II II Compounds Compounds ADHD & Depression, AMPA PAM Alcohol Dependence & Schizophrenia, Glycine Uptake Inh. Allergic Rhinitis, Mometasone/Oxymetazoline Cancer, CDK Inhibitor Cancer, CHK-1 Inhibitor 14 Athero., MK-0524A Athero., MK-0524B Athero., MK-0859 (anacetrapib) Cancer, MK-8669 (ridaforolimus) Diabetes, MK-0431C (Januvia / pioglitazone) Cancer, Robatumumab + + Common Cold and Asthma Exacerbations, Pleconaril COPD, CXCR2 Receptor Antagonist Dust Mite Allergies, Allergy Immunotherapy Tablet 3 Emesis, Rolapitant Hepatitis C, Protease Inhibitor (SCH ) Parkinson s, Preladenant Onychomycosis, Topical Antifungal Ragweed Allergies, Allergy Immunotherapy Tablet 2 Merck HPV Vaccine, V503 Migraine, MK-0974 (telcagepant) Ophthalmology, MK-2452 (tafluprost) Osteoporosis, MK-0822 (odanacatib) Schering-Plough Phase Phase III III Compounds Compounds Acute Coronary Syndrome, TRA COPD, Mometasone/Formoterol Contraception, NOMAC/E2 Grass Pollen Allergies, Allergy Immunotherapy Tablet Hepatitis C, Boceprevir HIV, Vicriviroc Hot Flashes, Esmirtazapine Reperfusion Injury, Acadesine 1) Source: Merck from 10-Q filed on August 3, 2009; Schering-Plough from website July ) An affiliate of the Company has exclusive rights outside of the United States, Canada and Mexico to vernakalant (IV) for rapid conversion of acute atrial fibrillation to normal heart rhythm. On July 26, 2009, the Company submitted a Marketing Authorization Application to the European Medicines Agency seeking marketing approval for vernakalant (IV) in the EU. 3) North American rights only

15 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 financial flexibility to invest in promising drug candidates as well as external R&D Maintains Merck s Strong Financial Profile Near-Term Tax Rate: Anticipate no change 2013 Cash Flow: $15 billion free cash flow generated by combination Dividend: No change to Merck dividend Credit Rating: Transaction structured to maintain current credit ratings 15

16 Application of Merck s Plan to Win Across a Broader Platform Provides Opportunity for Margin Improvement Plan to leverage best practices at Merck Application of Merck s Plan to Win across a broader platform Consolidation of VYTORIN/ZETIA Cholesterol JV Consistent therapeutic category focus provides opportunities for consolidation in both sales and marketing and R&D Pretax Margins 1 Merck standalone 2008 Combined 2 unsynergized 2013 Combined 2 synergized % 37% 40% ¹ Pretax Margins exclude certain items: restructuring costs, purchase accounting adjustments, acquisition-related costs and certain other significant items 2 Assumes contribution from Animal Health business is reflected in Equity Income 16

17 Significant Cost Savings Opportunities Annual cost savings expected to be achieved beyond 2011 $950 million Merck 2008 program $1.50 billion Schering-Plough PTP initiative $3.50 billion $5.95 billion Transaction related incremental cost savings Combined annual cost savings beyond Annual incremental synergies of ~$3.5 billion beyond 2011 Approximately half of annual synergies achieved in first full year following transaction Approximately 75% in second full year Incremental synergies broken down as follows: Marketing & Admin.: ~60% Manufacturing/R&D: ~40% Cost savings are incremental to ongoing initiatives at both companies Merck 2008 Program Schering-Plough PTP Initiative

18 Merger Financing Anticipated Interest Rates 4-5% $8.5 billion Needed Actual Average Rate = 4% $9.55 billion Available Merial Proceeds, $2.8 Asset Sale, $3 Revolving, $2.5 Revolving, $2.5 Notes 2039, $0.75 Bridge Loan, $3 Notes 2019, $1.25 Notes 2015, $1 $4.25 billion Bonds Notes 2011, $1.25 March 9th 18 Current

19 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 facilitate smooth transition Company to be called Merck; headquartered in Whitehouse Station, New Jersey 19

20 Diversified Portfolio to Drive Growth Human Health Animal Health Consumer Health Care EUCan I EUCan II Japan United States Emerging Markets Cardiovascular Diabetes/ Obesity Biologics Focused Growth Areas Integrated: Commercial Oncology Neurosciences/ Ophthalmology Vaccines R&D Manufacturing Bone/Respiratory Immunology/ Dermatology Infectious Disease Mature Brands Women s Health/ Endocrine 20

21 Executive Committee Chairman, President & Chief Executive Officer Global Human Health Merck Research Laboratories Merck Manufacturing Division Finance Human Resources Legal/Global Policy/ Global Comm. Global Services Corporate Strategy Consumer Health Care Animal Health Chief Compliance Officer Chief Medical Officer 21

22 Roadmap to Completion Shareholder vote August 7 th Shareholders voted overwhelmingly to approve the proposed merger with Schering-Plough Integration focused on key success factors to achieve New Merck potential Maintaining momentum in the current business and the late stage pipeline Launching the new combined company in a way that ensures a smooth transition for our customers Launching new products exceptionally well Capturing both revenue growth and cost savings opportunities Ensuring we have the right people in the right jobs in the right culture Complete all necessary regulatory approvals Transaction expected to be completed in the fourth quarter of

23 Merck and Schering-Plough: A Compelling Combination A Formula 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 early-, mid- and late-stage pipeline candidates to provide platform for sustainable growth Expanded global presence: Dramatically accelerates Merck's international growth efforts, especially in key emerging markets Substantial synergies: Incremental $3.5 billion in annual cost savings expected beyond 2011 Financial Strength Maintain Merck dividend: Based on strong free cash flow generated by combination Maintain strong balance sheet: Merck has maintained its credit ratings Transaction Designed to Maximize Total Shareholder Returns 23

24 Merck & Schering-Plough Merger