The history of Merck & Co.,
Inc. can be traced back to Darmstadt, Germany, in 1668 when an
apothecarty named Frederic Jacob Merck opened a chemical firm. In
1891, George Merck began to establish his roots in the United
States and set up Merck & Co., Inc. in New York, U.S.A.
Originally started off as a fine chemicals suppliers, Merck &
Co., Inc began its pharmaceutical research in the early 1930's.
The merger with Sharp & Dohme
to create Merck
Sharp & Dohme (MSD) in
1953 established a solid foundation for a fully integrated,
multi-national producer and distributor of pharmaceutical
products. Merck & Co., Inc acquired Medco Containment
Services, Inc. in 1993, the
leading pharmacy benefits management company in the United
States.
During the past six decades, Merck & Co., Inc. has built a
global research organization that ranks among the best worldwide
in terms of the calibre of its scientists and breakthrough
medical research. Today, Merck & Co., Inc. has about 70,000
employees in 120 countries and 31 factories worldwide. Our
products are sold in more than 200 countries.
Merck & Co., Inc. today announced that it has
successfully completed the spin-off of 100 percent of the
outstanding shares of Medco Health Solutions, Inc. common
stock to Merck stockholders.
As previously
announced, the spin-off is structured as a tax-free
distribution to Merck stockholders for U.S. federal tax
purposes, except
to the extent cash is received in lieu of fractional shares.
The Board of Directors of Merck
& Co., Inc. today approved a 100 percent spin-off of
Medco Health Solutions, Inc., Merck's wholly owned
pharmacy benefits management (PBM) subsidiary, in a
one-step transaction intended to be tax free to Merck and
its shareholders.
"Last year, we announced our plans
to establish Medco Health as a separate, publicly traded
company.
In July 2002, Merck announced
that, solely due to
unfavorable market conditions, it was
postponing its plans to establish Medco Health
as a separate company through an initial public offering
(IPO) followed by a spin-off of the remaining shares.
Schering
AG,
Germany confirmed today that it has been informed by Merck
KGaA
representatives during the weekend that Merck KGaA intends to
make an all-cash offer for the shares of Schering AG at EUR 77
per share.
After
the information about the approach became public, the Executive
Board of Schering AG stated that this offer significantly
undervalues Schering and its prospects as an independent
specialized pharmaceutical company.
Schering
also confirmed that the approach is unsolicited and that no
negotiations are ongoing with Merck KGaA.
Schering
AG is a research-based pharmaceutical company. Its activities are
focused on four business areas: Gynecology & Andrology,
Oncology, Diagnostic Imaging as well as Specialized Therapeutics
for disabling diseases. As a global player with innovative
products, Schering AG aims for leading positions in specialized
markets worldwide. With in-house R&D and supported by an
excellent global network of external partners, Schering AG is
securing a promising product pipeline. Using new ideas, Schering
AG aims to make a recognized contribution to medical progress and
strives to improve the quality of life: making medicine work
Merck KGaA to Sell Its Schering Shares to Bayer AG
Value of the transaction EUR 3.7 billion
Cooperations to be considered
Merck KGaA told Bayer AG today that it will sell its 21.4% (21.8%
according to SEC calculations) stake in Schering AG to Bayer AG.
This was agreed upon today during a discussion between Werner
Wenning, Bayer’s Chief Executive, and Dr. Michael
Roemer, chairman of the Merck KGaA Executive Board.
Merck will sale its total Schering stake ? 41,529, 770 shares ?
at a price of EUR 89 per share. The total value of the
transaction is EUR 3.7 billion.
・Successful acquisition of
Schering by Bayer now much more likely ・Wenning: “All three companies concerned
will benefit from this step”
・Suit filed
against Merck to be withdrawn
The future company “Bayer Schering Pharma”
will strengthen
Germany’s role as a pharmaceutical
industry location. This is in the interests of the entire
sector. Bayer and Merck therefore agreed during their talks
to look into further possible opportunities for cooperation
between the two companies.
Bayer will withdraw the suit filed against Merck in New York
on Tuesday.
Company
Announces Third-Quarter 2008 Non-GAAP EPS of
$0.80, Excluding 29 Cents of Restructuring
Charges; Third-Quarter GAAP EPS of $0.51
2008 Global
Restructuring Efforts Expected to Reduce
Workforce by 12 Percent; Cumulative Savings of
$3.8 to $4.2 Billion Expected from 2008 to 2013
and Pretax Costs of $1.6 Billion to $2.0 Billion
Through 2011
JANUVIA and
JANUMET, Treatments for Type 2 Diabetes, and
ISENTRESS, Merck's HIV Medicine, Deliver Strong
Growth as Worldwide Launches Continue
Merck
Anticipates Full-Year 2008 EPS Range of $3.28 to
$3.32, Excluding Certain Items, and GAAP 2008 EPS
Range of $3.45 to $3.55
Merck
Anticipates 2005 to 2010 Compound Annual Non-GAAP
EPS Growth in Mid-to-High Single-Digits,
Excluding Certain Items; GAAP EPS Compound Annual
Growth Rate Expected to Increase by Double-Digits
Over Same Period
Global Restructuring
Efforts
Merck remains confident in the progress it is making in creating
a new business model that is more customer-centric, more agile
and has a variable cost structure that enables investment in key
growth areas such as research and development and new products
and markets.
The restructuring effort
will involve all areas of the Company.For example, Merck
will accelerate the rollout of a new, more customer-centric
selling model designed to provide Merck with a meaningful
competitive advantage and help physicians, patients and payers,
improve patient outcomes.The Company also will make greater
use of outside technology resources, centralize common sales and
marketing activities, and consolidate and streamline its
operations.Merck's manufacturing division
will further focus its capabilities on core products and
outsource non-core manufacturing.In addition, Merck is enhancing
its research operations to expand access to worldwide external
science and incorporate it as a key component of the Company's
pipeline, and ensure a more sustainable pipeline by translating
basic research productivity into late-stage clinical success.As a result, basic
research operations will be organized to consolidate work in
support of a given therapeutic area into one of four locations.
This will provide a more efficient use of research facilities and
result in the closure of three basic
research sites in Tsukuba, Japan; Pomezia, Italy; and Seattle by
the end of 2009.
Combined
company positioned for sustainable growth through
scientific innovation and a stronger, more diversified
product portfolio
Powerful Joint R&D Pipeline with Strong Candidates in
All Development Phases Doubles the Number of Late-Stage
Compounds to 18
Broader Product Portfolio in Critical Therapeutic Areas
Expanded Global Presence Including High-Growth Emerging
Markets
Expected to be Significantly Accretive, Increase
Efficiencies and Result in Cost Savings of Approximately
$3.5 Billion Annually
Merck Committed to Maintain Current Dividend
Merck
& Co., Inc. and Schering-Plough Corporation today
announced that their Boards of Directors have unanimously
approved a definitive merger
agreement under
which Merck and Schering-Plough will combine, under the
name Merck,
in a stock and cash transaction.Under the
terms of the agreement, Schering-Plough shareholders will
receive 0.5767 shares and $10.50
in cash for
each share of Schering-Plough.Each Merck
share will automatically become a share of the combined
company.Merck Chairman, President
and Chief Executive Officer Richard T. Clark will lead
the combined company.
Based on the
closing price of Merck stock on March 6, 2009, the
consideration to be received by Schering-Plough
shareholders is valued at $23.61 per share, or $41.1
billion in the aggregate.This price represents a
premium to Schering-Plough shareholders of approximately
34 percent based on the closing price of Schering-Plough
stock on March 6, 2009.The consideration also
represents a premium of approximately 44 percent based on
the average closing price of the two stocks over the last
30 trading days.
Merck & Co. Inc.,
(operating in the United Kingdom as MSD) and Avecia
Investments Limited today announced that they have
entered into a definitive agreement by which Merck will acquire
the biologics business of the Avecia group through a Merck affiliate (Merck
Sharp & Dohme (Holdings) Limited or "MSD"). Avecia
Biologics is a contract manufacturing organization with specific
expertise in microbial-derived biologics. Financial details of
the transaction were not disclosed.
"At Merck we continue to execute on our strategy of
expanding our biopharmaceutical expertise and manufacturing
capacity," said John T McCubbins, senior vice president,
Biologics and Therapeutic Protein Operations, Merck Manufacturing
Division. "This transaction follows an initial strategic
development and supply relationship with Avecia Biologics and
will provide us with an operational facility staffed by an
experienced workforce that is highly skilled in a broad portfolio
of bioprocess systems."
Under the terms of the agreement, Merck will acquire Avecia Biologics
Limited and all its assets, including all the company's
process development and scale-up, manufacturing, quality and
business support operations located in Billingham, UK. In
addition to honoring all Avecia Biologics contractual
commitments, Merck plans to engage in discussions with individual
customers relating to their specific ongoing and future
biological process development and manufacturing needs after the
transaction is closed.
"Over the past ten years, Avecia Biologics has built and
established an enviable reputation for bioprocess development and
timely delivery of quality biopharmaceutical ingredients for our
customers," said Steve Bagshaw, president, Avecia Biologics.
“This
acquisition recognizes these successes and now provides the
exciting opportunity to focus on advancing Merck's broad early
and mid-stage portfolio of biologic candidates."
Closing of the transaction is subject to regulatory approval, as
well as other customary closing conditions. The Oligomedicines
Business of the Avecia group based in the United States does not
form part of this transaction.
About Avecia
Avecia is a privately owned biotechnology group providing
contract development and manufacturing services in the fields of
microbial-derived biopharmaceuticals and oligonucleotide
medicines. The group’s Biologics
Business, based at Billingham in the north east of the UK has
been developing processes and making protein-based biologics to
cGMP since 1998. Products currently being worked on include
medicines targeted at forms of cancer, heart disease and stroke.
In Milford, MA, the group’s OligoMedicines
business
carries out process development and manufacture of
oligonucleotide therapeutics by sequential solid state synthesis
to produce pharmaceuticals comprised of short strands of DNA or
RNA. For more information visit www.avecia.com.
December 8, 2014
Merck to Acquire Cubist Pharmaceuticals for
$102 Per Share in Cash
Acquisition Augments Merck’s Strong Foundation and
Opportunity for Growth in Hospital Acute Care Market
Merck, known as MSD outside the United States and Canada, and
Cubist Pharmaceuticals, Inc. today announced that
the companies have entered into a definitive agreement under which Merck will
acquire Cubist for $102 per share in cash, which represents a 35 percent premium
to Cubist’s average stock price for the most recent five trading days.
Unanimously approved by the boards of directors of both companies, the
transaction has an equity valuation of $8.4 billion
and will also include $1.1 billion in net debt
(based on projected cash balances) and other considerations for
a total transaction value of approximately $9.5 billion.
“Cubist is a global leader in antibiotics and has built a strong portfolio of
both marketed and late-stage pipeline medicines,” said Kenneth C. Frazier,
chairman and chief executive officer, Merck. “Combining this expertise with
Merck’s strong capabilities and global reach will enable us to create a stronger
position in hospital acute care while addressing critical areas of unmet medical
need, such as antibiotic resistance.”
“Combining with Merck is an exciting opportunity to accelerate Cubist’s
established leadership in antibiotics and deliver significant, certain and
immediate value to shareholders,” said Michael Bonney, chief executive officer,
Cubist. “We have a deep respect for Merck, and it is clear that they share our
commitment to addressing the growing, global problem we are facing in combating
antibiotic-resistant bacteria. Under Merck’s robust commercial platform, global
reach and scientific expertise, we believe Cubist's programs can thrive. We’re
proud of the company that our team has built and are confident that Cubist's
important mission and focus on significant unmet medical needs will continue.”
For more than 20 years, Cubist has been committed to global public health
through the discovery, development and supply of antibiotics to treat serious
and potentially life-threatening infections caused by a broad range of
increasingly drug-resistant bacteria.
Cubist’s antibiotic CUBICIN®, the only approved
once-a-day therapy for both S. aureus bacteremia and complicated skin and skin
structure infections (cSSSI), has been used to treat more than two million
patients and continues to be an important therapy in the acute care environment.
Cubist’s in-line and late-stage pipeline of
anti-infective medicines, including ZERBAXA™ which
is pending approval from the U.S. Food and Drug Administration, will enhance
Merck’s hospital acute care business in a variety of therapeutic areas,
including Gram-positive and Gram-negative multi-drug resistant infections.
The acquisition of Cubist creates strong
fundamental value with return on capital in excess of Merck's hurdle rate within
a few years of closing. Merck expects the acquisition to
add more than $1 billion of revenue to its 2015 base. While the
transaction will be neutral to non-GAAP EPS in 2015, Merck expects it to be
significantly accretive to non-GAAP EPS in 2016 and beyond. The acquisition will
be accretive to both Merck’s sales and earnings growth.
Cubist complements Merck’s strategy and the global initiative Merck launched
last year, particularly in the area of sharpening its commercial focus on key
therapeutic areas that have the potential to deliver the greatest return on
investment. With the company’s long-standing leadership in anti-infectives as
well as its customer-focused operating model, Merck identified the hospital
acute care segment as one of the company’s key priority areas in which it
believes it can have the greatest impact in addressing significant unmet medical
needs while delivering the greatest value to customers and society.
Merck strategically focused on acute care within the larger hospital setting as
a top priority because of the significant unmet need and the unique
opportunities for Merck to improve patient care and manage costs in this setting
with its in-line portfolio, promising pipeline and its customer capabilities.
Hospitals are a central hub for healthcare delivery around the world and
currently represent 25 percent of overall healthcare spend. Merck believes now
is an optimal time to significantly grow its hospital acute care presence
because of the positive regulatory and reimbursement trends in the hospital
setting and the increasingly important role that hospitals are expected to
provide in healthcare overall.
For the first three quarters of 2014 compared to 2013, Merck’s hospital acute
care portfolio grew by more than 10 percent, excluding the impact of foreign
exchange. Key products in Merck’s hospital acute care portfolio include several
antibiotics and antifungals, as well as BRIDION® (sugammadex), which is marketed
outside the United States and is currently under regulatory review in the United
States. In addition, Merck has continued to invest in its hospital acute care
pipeline and has several candidates, including actoxumab/bezlotoxumab
(MK-3415A), an investigational combination of therapeutic antibodies targeting
two C.difficile pathogenic toxins (A and B), which is being evaluated in
clinical trials for the prevention of recurrence of C.difficile infection; and
relebactam (MK-7655), an investigational class A and C beta-lactamase inhibitor
being evaluated in clinical trials for the treatment of severe bacterial
infections.
Under the terms of the agreement, Merck, through a subsidiary, will initiate a
tender offer to acquire all outstanding shares of Cubist Pharmaceuticals, Inc.
The closing of the tender offer will be subject to certain conditions, including
the tender of shares representing at least a majority of the total number of
Cubist’s outstanding shares (assuming the exercise of all options), the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and other customary conditions. Upon the completion of the
tender offer, Merck will acquire all remaining shares through a second-step
merger without the need for a stockholder vote under Delaware law. The companies
expect the transaction to close in the first quarter of 2015.
Merck, known as MSD outside
the United States and Canada, and
Rigontec today announced that Merck will acquire
Rigontec.
Rigontec is a pioneer in
accessing the retinoic acid-inducible
gene I (RIG-I) pathway, part of the innate immune
system, as a novel and distinct approach in cancer
immunotherapy to induce both immediate and long-term
anti-tumor immunity. Rigontec’s lead candidate, RGT100, is
currently in Phase I development evaluating treatment in
patients with various tumors. Under the terms of the
agreement, Merck, through a subsidiary, will make an
upfront cash payment of €115 million
to Rigontec’s shareholders; based on the attainment of
certain clinical, development, regulatory and commercial
milestones, Merck may make additional contingent payments of
up to €349 million. The
transaction is subject to certain closing conditions.
“Rigontec’s immuno-oncology
approach of engaging the innate immune system to safely
eliminate cancer cells complements our strategy and our
current pipeline,” said Dr. Eric Rubin, vice president of
early-stage development, clinical oncology, Merck Research
Laboratories. “We are eager to build upon Rigontec’s science
as we continue our efforts in bringing forward meaningful
advances for patients with cancer.”
“Merck is a true pioneer
in the immuno-oncology space and we are thrilled that our
technology will benefit from their experience and leadership
position,” said Christian Schetter, Ph.D., CEO of Rigontec.
“We are confident that our programs will be in the best
hands and that the team at Merck will continue the work we
established with our scientific founders and brought into
the clinic within three years since our foundation as a
company.”
About Rigontec
リゴンテックは2014年設立の独ボン大学発ベンチャー。免疫の仕組みを利用した新しいがん治療薬の開発に強みを持つ。
Rigontec is the leader in
RIG-I targeting therapeutics. Utilizing the proprietary
RIG-I agonist 作動薬approach, the company harnesses one of the
most essential pathways in the innate immune system to
pioneer a novel immuno-oncology 癌免疫 treatment approach. Rigontec’s proprietary agonists specifically activate RIG-I,
inducing both immediate and long-term anti-tumor immunity
and have proven substantial local and systemic tumor
regression in several relevant in vivo models. In
addition to malignant diseases, proprietary RNA molecules
can be developed for the treatment of infectious and
inflammatory diseases.
Rigontec was founded in
2014 as a spin-out of the University Bonn, Germany, and has
to date raised close to €30 million from experienced life
science investors including Boehringer Ingelheim Venture
Fund, Forbion Capital Partners, High-Tech Gründerfonds, MP
Healthcare Venture Management, NRW.BANK, Sunstone Capital
and Wellington Partners Life Sciences.
Merck to Acquire
Verona Pharma, Expanding its Portfolio to Include Ohtuvayre®
(ensifentrine), a First-In-Class COPD Maintenance Treatment
for Adults and Expected to Drive Growth into the Next Decade
Acquisition aligns with Merck’s science-led business
development strategy and expands pipeline and portfolio of
treatments for cardio-pulmonary diseases
Merck, known as MSD outside
of the United States and Canada, and Verona Pharma plc, a
biopharmaceutical company focused on respiratory diseases, today
announced that the companies have entered into a definitive
agreement under which Merck, through a subsidiary, will acquire
Verona Pharma for $107 per American Depository Share (ADS), each
of which represents eight Verona Pharma ordinary shares, for a
total transaction value of approximately
$10 billion.
Through this acquisition
Merck will add Ohtuvayre® (ensifentrine),
a first-in-class selective dual inhibitor
of phosphodiesterase 3 and 4 (PDE3 and PDE4), to its
growing cardio-pulmonary pipeline and portfolio. The U.S. Food
and Drug Administration
approved Ohtuvayre in June 2024 for the maintenance
treatment of chronic obstructive pulmonary disease (COPD) in
adult patients. Ohtuvayre is the first novel inhaled mechanism
for the treatment of COPD in more than 20 years and combines
bronchodilator and non-steroidal anti-inflammatory effects.
Ohtuvayre is also being evaluated in clinical trials for the
treatment of non-cystic fibrosis bronchiectasis.
“This acquisition of Verona
Pharma reflects the commitment we have to delivering innovative
treatments to patients and our ability to execute on our
science-led and value-driven business development strategy,”
said Robert M. Davis, chairman and chief executive officer,
Merck. “Ohtuvayre complements and expands our pipeline and
portfolio of treatments for cardio-pulmonary diseases while
delivering near- and long-term growth as well as value for
shareholders. This novel, first-in-class treatment addresses an
important unmet need for COPD patients persistently symptomatic
based on its unique combination of bronchodilatory and
non-steroidal anti-inflammatory effects. We look forward to
welcoming the talented Verona Pharma team to Merck.”
“Today’s announced agreement
with Merck is the culmination of years of focus and
determination by the Verona Pharma team advancing Ohtuvayre, the
first novel inhaled mechanism for the maintenance treatment of
COPD in two decades,” said David Zaccardelli, president and
chief executive officer, Verona Pharma. “Since launching
Ohtuvayre in August 2024 we have seen rapid and accelerating
uptake in the U.S. We believe Merck’s commercial footprint and
industry-leading clinical capabilities will help accelerate the
potential of Ohtuvayre to reach more patients living with COPD.
This agreement will enable the strong launch trajectory of this
important medicine and provides value to Verona Pharma
shareholders.”
The transaction was
unanimously approved by both the Merck and Verona Pharma Boards
of Directors and is intended to be effected by way of a scheme
of arrangement under UK law. Closing of the proposed acquisition
is subject to approval under the Hart-Scott-Rodino Antitrust
Improvements Act, approval of Verona Pharma shareholders,
sanction by the High Court of Justice of England and Wales and
other customary conditions. The transaction is expected to close
in the fourth quarter of 2025 and will result in the
capitalization of most of the purchase price as an intangible
asset for Ohtuvayre (which will be amortized as a GAAP-only
charge over the life of the product).
