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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 considerations).

DISCLOSURE NOTICE:

The information in this press release and other written reports and oral statements made from time to time by the company may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and are based on current expectations or forecasts of future events. You can identify these forward-looking statements by their use of words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "project," "intend," "plan," "potential," "will," and other similar words and terms. In particular, forward-looking statements include statements about the timing and potential benefits of the proposed merger between Merck and Schering-Plough; Schering-Plough's and the combined company's strengths; the trending of Schering-Plough's pipeline and business; and other statements that are not historical facts. Actual results may vary materially from the company's forward-looking statements, and there are no guarantees about the performance of Schering-Plough stock or Schering-Plough's business or the combined company's business. Schering-Plough does not assume the obligation to update any forward-looking statement.

A number of risks and uncertainties could cause actual results to differ materially from forward-looking statements, including, among other uncertainties, market viability of the company's and Merck's marketed products and pipeline projects; market forces; economic factors such as interest rate and exchange rate fluctuations; the outcome of contingencies such as litigation and investigations; product availability; patent and other intellectual property protection; current and future branded, generic or over-the-counter competition; the regulatory process (including product approvals, labeling and post-marketing actions); scientific developments relating to marketed products or pipeline projects; media and societal reaction to such developments; and the ability of Schering-Plough and Merck to obtain governmental approvals of the merger on the proposed terms and schedule. For further details of these and other risks and uncertainties that may impact forward-looking statements, see Schering-Plough's Securities and Exchange Commission filings, including Part II, Item 1A "Risk Factors" in the company's second quarter 2009 10-Q, filed July 24, 2009 and "Risk Factors" in the joint merger proxy/prospectus dated June 25, 2009.

Schering-Plough is an innovation-driven, science-centered global health care company. Through its own biopharmaceutical research and collaborations with partners, Schering-Plough creates therapies that help save and improve lives around the world. The company applies its research-and-development platform to human prescription, animal health and consumer health care products. Schering-Plough's vision is to "Earn Trust, Every Day" with the doctors, patients, customers and other stakeholders served by its colleagues around the world. The company is based in Kenilworth, N.J., and its Web site is www.schering-plough.com.


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