Merck shareholders approve merger with Schering-Plough

WHITEHOUSE STATION, N.J. It’s official: Merck & Co.’s shareholders have approved its merger with Schering-Plough.

Merck announced Friday that its shareholders voted overwhelmingly to approve the proposed merger. The preliminary tabulation indicates that more than 99% of the company’s outstanding shares voted in favor of the transaction. Merck held its special shareholder meeting in Bridgewater, N.J. on Friday to vote on the proposed merger.

“We are gratified by the shareholder confidence demonstrated through the outcome of today’s vote,” said Richard T. Clark, Merck’s chairman, president and CEO. “On behalf of Merck’s Board and management team, I want to thank our shareholders, customers and dedicated employees for their support throughout this process. We look forward to completing the merger with Schering-Plough and to creating a strong, global leader that can make a substantial difference to patients and global health care.”

As previously announced on March 9, under the terms of the agreement, Schering-Plough shareholders will receive 0.5767 of a share of new Merck common stock and $10.50 in cash for each share of Schering-Plough. For Merck shareholders, existing Merck share certificates will automatically represent an equal number of shares in the new Merck after completion of the merger.

The company expects the transaction to close in the fourth quarter of 2009, as originally planned. The transaction remains subject to the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as clearance by the European Commission under the SEC Merger Regulation and certain other foreign jurisdictions.

All proxy cards and ballots submitted at the special meeting were processed by IVS Associates Inc. for final tabulation and certification. Final voting results will be publicly announced promptly after they have been tabulated and certified.