Merck, Schering-Plough shareholders OK proposed stock-and-cash deal

By Lisa Kerner

Charlotte, N.C., Aug. 7 - Merck & Co., Inc. and Schering-Plough Corp. shareholders approved the companies' proposed merger at separate special meetings on Friday.

Based on preliminary results, Merck said more than 99% of the company's outstanding shares were voted in favor of the transaction, which is expected to close in the fourth quarter.

According to Schering-Plough, more than 99% of votes cast at its meeting voted to approve the merger agreement, with more than 78% of common shares voted.

IVS Associates Inc. will certify the final results.

In March, the pharmaceutical companies announced that Merck will 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 new Merck common stock 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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