Richard T. Clark, chairman, president and chief executive
officer of Merck & Co., Inc. (NYSE: MRK) today announced a new
organizational structure and named top management and senior
leaders for the new Merck effective upon completion of the merger
of Merck & Co., Inc. and Schering-Plough Corporation (NYSE:
SGP). Mr. Clark was named CEO of the combined company when the
merger agreement was signed in March.
The new structure will build on the combined strengths of Merck
and Schering-Plough to create a more customer-focused, innovative
and diversified global health care company positioned to capitalize
on the greatest opportunities for growth. Animal Health and
Consumer Health Care will operate as separate business units
reporting to Mr. Clark.
The new company will integrate across its divisions to take
advantage of the significant growth opportunities in three key
areas: emerging markets, biologics and vaccines. This
cross-divisional approach will ensure that the new Merck's
commercial, research and manufacturing divisions dedicate the focus
and resources necessary to become a leader in these businesses.
The organizational structure for the new Merck is designed to
capture the opportunities in the broader and deeper in-line
pharmaceutical franchises that will be created through the
integration of Merck and Schering-Plough products. The company also
will create new franchises focused on Women's Health and Endocrine,
and Mature Brands.
The new Merck will benefit from the unparalleled industry
experience of senior leaders from both Schering-Plough and Merck.
The leaders named by Mr. Clark today will serve on the company's
new Executive Committee. They, in turn, named the executives who
will lead their divisional and functional teams at the new Merck.
About 40 percent of Schering-Plough's senior leaders will be part
of the newly combined company in executive roles. As was indicated
at the time of the merger announcement last March, a substantial
majority of Schering-Plough employees will remain with the combined
company.
“Today’s announcement is an important step in establishing the
new Merck as the leading global health care company – one that will
make a difference in the lives of patients around the world,” said
Mr. Clark. “The combined company will draw upon the expertise of
the people of both Schering-Plough and Merck. Collectively, the new
leadership team has decades of industry experience and proven
management track records. To complement our joint talent, we will
be adding leaders from outside the two companies with specific
experience in key areas. I am confident that the new Merck will
have the right team in place to be able to deliver on the promise
of this strong combination with Schering-Plough.”
The new Merck will have five primary divisions: Global Human
Health; Animal Health; Consumer Health Care; Merck Research
Laboratories; and Merck Manufacturing. Each division and global
support function leader will be a member of the new Merck Executive
Committee and will report directly to Mr. Clark.
Global Human Health
Kenneth C. Frazier, currently executive vice president and
president of Global Human Health (GHH), will lead the new GHH
organization.
The new GHH organization will include the company's
prescription, vaccines and biologics businesses. The combined GHH
will have a broad portfolio of innovative in-line medicines and
vaccines that, with the robust late-stage pipeline and an expanded
global presence, will enable GHH to drive the combined company's
growth in markets around the world.
A new Emerging Markets group will be part of the new GHH
organization and charged with focusing on regions and markets
around the world that represent significant new growth
opportunities. These include China; Asia Pacific; Latin America;
and Middle East/Africa/Eastern Europe, including Russia and
Turkey.
The leadership team for GHH, which will be the new company's
largest division, will include experienced executives from Merck
and Schering-Plough.
Animal Health
Raul E. Kohan, currently senior vice president and president of
Intervet Schering-Plough Animal Health, will lead the new Merck's
animal health business. Mr. Kohan will report to Mr. Clark and
serve on the Executive Committee.
Schering-Plough's Animal Health business is a world leader with
market-leading products for a broad range of species and strong
growth potential. The division has more than 1,000 marketed
products and generates approximately $3 billion in revenues from
business operations in more than 140 countries.
Consumer Health Care
Stanley F. Barshay, currently chairman of Consumer Health
Care at Schering-Plough, will lead this business for the new Merck
on an interim basis while the company searches for a permanent
leader. Mr. Barshay will report to Mr. Clark and serve on the new
Merck Executive Committee.
Mr. Clark said the new company plans to place an increased
emphasis on growing the consumer business, particularly in markets
outside the United States. Schering-Plough's Consumer Health Care
business currently includes a number of iconic global brands such
as Claritin, Coppertone and Dr. Scholl's.
Merck Research Laboratories
The new Merck Research Laboratories (MRL) will be led by Peter
S. Kim, Ph.D., currently executive vice president and president of
MRL.
The new structure for MRL is designed to foster innovation while
instilling greater accountability at all stages of the R&D
process through two core functions: 1) discovery and pre-clinical
development, and, 2) clinical development and regulatory affairs.
In addition, a new central franchise structure focused on portfolio
management will be aligned with the company's Global Human Health
division. The new MRL will continue its focus on pursuing the best
science around the globe through a Worldwide Licensing group.
The combined research organization will have three new areas of
dedicated focus -- emerging markets, vaccines and biologics -- to
build on the significant investment that both Merck and
Schering-Plough have made in this area.
Mr. Clark is taking a number of steps to ensure that the
combined company will deliver on the science behind the merger.
Four of the top leaders from Schering-Plough Research Institute
(SPRI) will hold leadership positions in the new MRL in senior
preclinical, clinical and licensing roles. Most of the basic
research heads for SPRI's research sites will remain in their roles
following the merger. The new Merck is preparing for the broad
integration of MRL and SPRI employees, and plans to maintain the
continuity of key late stage development programs from
Schering-Plough including, TRA (thrombin receptor antagonist),
Simponi®, Saphris®, boceprevir, Bridion®, and IMPROVE-IT.
Merck Manufacturing
The new Merck Manufacturing division (MMD) will be led by Willie
A. Deese, currently executive vice president and president of
MMD.
MMD will create a strong, interdependent global supply chain
fully focused on the needs of the combined company's customers. It
will include new units for consumer health and animal health, and
expanded technological capabilities for vaccines and biologics.
Global Support Functions
The new Merck Executive Committee will also include leaders of
the following global support functions: Mirian Graddick-Weir,
executive vice president, Human Resources; Peter N. Kellogg,
executive vice president and chief financial officer; Bruce N.
Kuhlik, executive vice president and general counsel; and, J. Chris
Scalet, executive vice president, Global Services and chief
information officer.
Mr. Clark said that Richard S. Bowles III, Ph.D., currently
senior vice president of Global Quality Operations at
Schering-Plough, will serve as chief compliance officer at the new
Merck. Mr. Bowles will help ensure that the new Merck leads on
ethics and compliance through central leadership and management of
these activities. He will report directly to Mr. Clark and serve on
the Executive Committee.
As part of new Merck's commitment to ensuring the well being of
patients worldwide, the company will appoint a chief medical
officer following an internal and external search of candidates.
This person will report directly to Mr. Clark and serve on the
Executive Committee.
Smooth Integration
Integration teams from Merck and Schering-Plough are continuing
to work together to ensure that following the completion of the
merger the combined company is well equipped to begin its first day
of business. Adam Schechter will continue leading the integration
effort for the new company, reporting to Mr. Clark in this role,
and will also lead the combined company's U.S. market. Brent
Saunders, who has been leading Schering-Plough's integration team,
also will continue to support the integration process following the
merger's close.
Mr. Clark said, “Our integration teams have been busy laying the
groundwork for the combined company and, thanks to their hard work
and dedication, our integration planning is proceeding smoothly and
on schedule.”
Merck and Schering-Plough continue to expect the transaction to
close in the fourth quarter of 2009. Until that time, Merck and
Schering-Plough will continue to operate as separate companies.
As previously announced, shareholders of both companies voted
overwhelmingly to approve the proposed merger. The transaction
remains subject to the satisfaction of customary closing conditions
and regulatory approvals, including expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, as well as clearance by the
European Commission under the EC Merger Regulation and certain
other foreign jurisdictions.
About Merck
Merck & Co., Inc. is a global research-driven pharmaceutical
company dedicated to putting patients first. Established in 1891,
Merck currently discovers, develops, manufactures and markets
vaccines and medicines to address unmet medical needs. The Company
devotes extensive efforts to increase access to medicines through
far-reaching programs that not only donate Merck medicines but help
deliver them to the people who need them. Merck also publishes
unbiased health information as a not-for-profit service. For more
information, visit www.merck.com.
About Schering-Plough
Schering-Plough is an innovation-driven, science-centered global
health care company. Through its own biopharmaceutical research and
collaborations with partners, Schering-Plough creates therapies
that help save and improve lives around the world. The company
applies its research-and-development platform to human
prescription, animal health and consumer health care products.
Schering-Plough's vision is to "Earn Trust, Every Day" with the
doctors, patients, customers and other stakeholders served by its
colleagues around the world. The company is based in Kenilworth,
N.J., and its Web site is www.schering-plough.com.
Forward Looking Statement
This communication also includes “forward-looking statements”
within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Such
statements may include, but are not limited to, statements about
the benefits of the proposed merger between Merck and
Schering-Plough, including future financial and operating results,
the combined company’s plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
Merck’s and Schering-Plough’s management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.
The following factors, among others, could cause actual results
to differ from those set forth in the forward-looking statements:
the possibility that the expected synergies from the proposed
merger of Merck and Schering-Plough will not be realized, or will
not be realized within the expected time period, due to, among
other things, the impact of pharmaceutical industry regulation and
pending legislation that could affect the pharmaceutical industry;
the ability to obtain governmental and self-regulatory organization
approvals of the merger on the proposed terms and schedule; the
actual terms of the financing required for the merger and/or the
failure to obtain such financing; the failure of Schering-Plough or
Merck stockholders to approve the merger; the risk that the
businesses will not be integrated successfully; disruption from the
merger making it more difficult to maintain business and
operational relationships; the possibility that the merger does not
close, including, but not limited to, due to the failure to satisfy
the closing conditions; Merck’s ability to accurately predict
future market conditions; dependence on the effectiveness of
Merck’s patents and other protections for innovative products; the
risk of new and changing regulation and health policies in the U.S.
and internationally and the exposure to litigation and/or
regulatory actions. Merck undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise. Additional factors that
could cause results to differ materially from those described in
the forward-looking statements can be found in Merck’s 2008 Annual
Report on Form 10-K, Current Report on Form 8-K filed on June 22,
2009, Merck's other filings with the Securities and Exchange
Commission (the “SEC”) available at the SEC’s Internet site
(www.sec.gov).
Schering Plough (NYSE:SGP)
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Schering Plough (NYSE:SGP)
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