March 9, 2009 / 4:51 PM / 10 years ago

FACTBOX: Merck to buy Schering-Plough for $41.1 billion

(Reuters) - Merck & Co Inc said it would acquire Schering-Plough Corp in $41.1 billion deal, widening Merck’s pipeline and diversifying its portfolio of medicines.

TERMS

* Price - Schering-Plough shareholders will receive 0.5767 share of Merck and $10.50 in cash for each of their shares, or about $23.61 per share.

* Structure - a reverse merger where Schering-Plough, renamed Merck, will continue as the surviving public company.

* Financing - $9.8 billion in cash, $8.5 billion in debt from J.P. Morgan and $22.8 billion in Merck stock.

* Impact - consummates a deal that has been speculated for years, given the marketing partnerships and cost savings opportunities between the two companies.

COMBINED COMPANY

* CEO - Merck’s Richard T. Clark

* New board - three from Merck, three from Schering

* Net 2008 sales of Merck - $23.9 billion

* Net 2008 sales of Schering — $18.5 billion

* Top drugs for Merck by 2008 sales:

Singulair for asthma, $4.3 bln

Cozaar/Hyzaar for blood pressure, $3.6 bln

Fosamax for osteoporosis, $1.6 bln

Gardasil, cervical cancer vaccine, $1.4 bln

* Top drugs for Schering by 2008 sales:

Remicade for arthritis, $2.1 bln

Nasonex for intra-nasal allergy, $1.2 bln

Temodar for brain cancer, $1.0 bln

EXISTING PARTNERSHIP

* In 2000, Merck and Schering agreed to jointly develop and market drugs for cholesterol management.

* Sales of the cholesterol drugs, Vytorin and Zetia, have been hurt after trials led to questions on safety and effectiveness.

* Vytorin 2008 sales of $2.4 bln, Zetia sales of $2.2 bln.

RED FLAGS

* Schering-Plough CEO Fred Hassan says he has not discussed his future with Merck after merger concludes.

* Merck has not discussed rights for arthritis drugs Remicade, Golimumab with Johnson & Johnson.

* Substantial majority of Schering’s employees expected to remain with combined company.

Reporting by Jennifer Robin Raj in Bangalore

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