１．Merck KGaA (ドイツ） クリックして別紙へ
２．Merck & Co., Inc. (米）
イツのフランクフルトの南に位置するダルムシュタットに、フリ−ドリッヒ ヤコブ メルクがエンゼル薬局を創業したことに始まります。以来300有余年、メルクは医薬品会社として成長を続け、現在では
1891年ジョ−ジ メルクが米国に Merck & Co.を設立しましたが、この会社は後日、米国政府に接収されて しまいます。 http://www.merck.co.jp/japan/
Rohm and Haasがドイツ Rohmeから独立したのと同じ）
以下 Merck & Co., Inc. http://www.merck.com/
2005/11 米メルク、７０００人削減 リストラ発表
2008/10 米メルク、7200人削減 つくば研究所も閉鎖
2009/12 Merck & Co., Inc. to Acquire Avecia Biologics
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
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.
メルク 新薬開発で攻め 非医薬品部門を分離 研究に経営資源を集中
Aug. 20, 2003 - Merck & Co 新規株式公開取り止め
Merck & Co., Inc.
Completes Spin-Off Of Medco Health
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.
April 22, 2003 Merck
Merck Announces Plans For A 100 Percent Spin-Off Of Medco Health Solutions, Inc.
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.
日本経済新聞 2005/11/29 万有製薬、メルク社の事業再構築策の一環として一部組織を集約統合
March 12, 2006
Schering AG comments on takeover approach
Germany confirmed today that it has been informed by Merck
representatives during the weekend that Merck KGaA intends to
make an all-cash offer for the shares of Schering AG at EUR 77
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.
Merck offers Bayer its stake in Schering
・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.
Takeover offer completed
Bayer controls 92.4 percent of outstanding Schering shares
Goal remains to wholly acquire the Berlin pharmaceuticals company
米メルク、7200人削減 管理職25%など つくば研究所も閉鎖
Merck Reports Third-Quarter 2008 Financial Results
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.
2009/3/10 日本経済新聞 Merck KGaA vs Schering AG
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.
Dec. 17, 2009
Merck & Co., Inc. to Acquire Avecia Biologics
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.
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.