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Schering-Plough Shareholders Approve Merger With Merck
Date:8/7/2009

BOSTON, Aug. 7 /PRNewswire-FirstCall/ -- Schering-Plough Corporation (NYSE: SGP) announced the voting results of a special shareholders meeting today regarding the proposed merger with Merck & Co., Inc. More than 99 percent of votes cast voted to approve the merger agreement, with more than 78 percent of common shares voting.

"Today's vote by our shareholders reflects the potential they see to create a strong global health care leader by combining these two companies," said Fred Hassan, Schering-Plough chairman and CEO. "After six years of transformation under our Action Agenda, our Schering-Plough colleagues can be very proud of the strengths and diversity we have created. As we move closer to realizing this merger, we will continue to focus on driving our business and advancing our strong late-stage pipeline until closing."

The merger, which is expected to close in the 2009 fourth quarter, is 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 EC Merger Regulation and certain other foreign jurisdictions.

In the merger, Schering-Plough shareholders will receive 0.5767 of a common share in the combined company (to be called Merck) and $10.50 in cash for each Schering-Plough common share. Each Merck share will become a share of the combined company. Following completion of the merger, it is anticipated that the combined company will continue the dividend policies of Merck, currently a quarterly cash dividend of $0.38 per common share (subject to declaration by the board of directors and a variety of factors including business and financial consid
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SOURCE Schering-Plough Corporation
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