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Merck Announces Mandatory Conversion of its 6.00% Mandatory Convertible Preferred Stock

^{Published on 2010-08-12 10:40:43 - Market Wire}
 

WHITEHOUSE STATION, N.J.--([ BUSINESS WIRE ])--Merck & Co., Inc. today announced that, as of the close of business on August 13, 2010, the outstanding shares of the companya™s 6.00% Mandatory Convertible Preferred Stock (NYSE: MRK-PB) will mandatorily convert by their terms into a right to receive cash and shares of Merck common stock (NYSE: MRK). For each share of Preferred Stock, holders will receive $85.06 in cash ($10.50 x a Cash Conversion Rate of 8.1011) and 4.6719 shares of Merck common stock (0.5767 shares x a Share Conversion Rate of 8.1011).

The aApplicable Market Valuea used to calculate the Cash Conversion Rate and the Share Conversion Rate was $30.86, equal to the sum of (a) $10.50, plus (b) $20.36 (the result obtained by multiplying $35.31, the average of the closing prices for the shares of Merck common stock over the 20 consecutive trading days ending on August 10, 2010, by 0.5767).

Additional information regarding the mandatory conversion of the Preferred Stock is set forth in the aNotice of Mandatory Conversion Datea available at [ http://www.merck.com/investors/home.html ] .

Merck has appointed Wells Fargo Shareowner Services as conversion agent for the Preferred Stock. Holders of the Preferred Stock with questions regarding the mandatory conversion of the Preferred Stock should contact Wells Fargo Shareowner Services at (800) 522-9114.

Holders of Preferred Stock who hold shares through a broker or bank should receive information regarding the mandatory conversion of their shares from the party holding their shares.

About Merck

Todaya™s Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships. Merck. Be well. For more information, visit [ www.merck.com ].

Forward-Looking Statements

This news release includes aforward-looking statementsa within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the merger between Merck and Schering-Plough, including future financial and operating results, the combined companya™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 Mercka™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 merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period; the impact of pharmaceutical industry regulation and health care legislation; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Mercka™s ability to accurately predict future market conditions; dependence on the effectiveness of Mercka™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 undertakes 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 Mercka™s 2009 Annual Report on Form 10-K and the companya™s other filings with the Securities and Exchange Commission (SEC) available at the SECa™s Internet site ([ www.sec.gov ]).