Merck, Schering-Plough shareholders to decide merger on Aug. 7

By Lisa Kerner

Charlotte, N.C., June 25 - Merck & Co., Inc. and Schering-Plough Corp. will hold separate special meetings of their respective shareholders on Aug. 7 for the purpose of approving a merger of the two pharmaceutical companies.

The record date for both meetings is June 22, according to a 424B3 filing with the Securities and Exchange Commission.

According to the companies, Merck will hold its meeting at 8:30 a.m. ET in Bridgewater, N.J., and Schering-Plough will hold its meeting at 1:30 p.m. ET in Boston.

In March, Merck announced it agreed to acquire Schering-Plough in a stock-and-cash transaction valued at $41.1 billion, or approximately $23.61 per share.

Schering-Plough shareholders will receive 0.5767 shares of Merck and $10.50 in cash for each share of Schering-Plough. Each Merck share will automatically become a share of the combined company.

As previously reported, the total consideration will be comprised of approximately 44% cash and 56% stock. The cash portion will be financed through a combination of $9.8 billion from existing cash balances and $8.5 billion from committed financing to be provided by JPMorgan, Merck said.

Merck is based in Whitehouse Station, N.J., and Schering-Plough is based in Kenilworth, N.J.

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