Merck & Co. and Schering-Plough Corp. will hold special meetings in August for their stockholders to approve their pending merger, which would make the combined company the world's second-largest prescription drugmaker.
In filings made with the Securities and Exchange Commission Tuesday morning, the New Jersey neighbors said they will hold separate meetings on Aug. 7 for shareholders, who must approve the $41.1 billion deal.
Shareholders of Whitehouse Station, N.J.-based Merck are to meet at 8:30 a.m. in Bridgewater, N.J., at the Bridgewater Marriott. Merck has operations in the Philadelphia area.
Shareholders of Kenilworth, N.J.-based Schering-Plough will then meet at 1:30 p.m. in Boston, at The Conference Center at Harvard Medical. The company regularly rotates the site of its shareholder meetings. Spokesman Steve Galpin noted Schering has a research facility and many institutional and individual investors in the Boston area.
The deal would unite Merck, the maker of asthma drug Singulair, with the maker of allergy medicine Nasonex. The companies already have a partnership selling the cholesterol drugs Vytorin and Zetia.
While Merck, the larger of the two companies, is acquiring Schering-Plough, the deal is structured as a reverse merger. Schering-Plough will technically be the remaining company, but it will keep the better-known Merck name.
That's being done in an effort to retain roughly $2.1 billion in annual revenue that Schering-Plough now gets from a partnership with Johnson & Johnson on global sales of the blockbuster arthritis drug Remicade, and a successor drug called Simponi recently approved.
Johnson & Johnson, of New Brunswick, N.J., is arguing the merger constitutes a change in control, which would permit its biotech division, Horshamj-based Centocor, to terminate their distribution agreement and retain all revenue from the drugs. Centocor has started an arbitration proceeding to resolve the dispute.
According to the SEC filings, Schering-Plough is "vigorously contesting" Centocor's attempt to end the distribution deal, and the combined company will continue to do so. Merck officials have said that the arbitration process, which could take nine to 12 months, will not hold up the merger. It is expected to close in the fourth quarter.
"Under the plain reading of (the change-in control) provision, Merck and Schering-Plough believe that completion of the merger will not entitle Centocor to terminate the distribution agreement," the proxies state. "Due to the uncertainty surrounding the outcome of the arbitration, the parties may choose to settle the dispute under mutually agreeable terms," which could reduce future revenue to the combined company.
The merger is expected to eliminate about 16,000 jobs at the two companies and bring an estimated annual cost savings of $3.5 billion after 2011. That is not dependent on retaining rights to revenue from Remicade and Simponi, but "the loss of these rights would reduce the amount of sales expected to be generated by the combined company," the proxies state.
Meanwhile, more than a dozen potential class action suits have been filed against the two companies and their boards of directors, accusing them of breaching their fiduciary duty to stockholders.
Merck, a top maker of pills and vaccines, would become diversified overnight with the acquisition. Schering-Plough will add strength in the prized area of biologic drugs, which are made from living cells and command high prices, and give it strong animal and consumer health businesses, with well-known products such as Dr. Scholl's foot care products and Coppertone sun care items.