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Merck to buy Schering-Plough in latest pharma tie-up
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Merck to buy Schering-Plough in latest pharma tie-up
AFP - Tuesday, March 10
WASHINGTON (AFP) - - US-based Merck & Co. agreed Monday to buy rival Schering-Plough for 41.1 billion dollars in the latest tie-up of big drugmakers facing increased cost pressures as key patents expire.
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The cash-and-stock deal would create one of the top global pharmaceutical companies, which would retain the name Merck.
The deal was unanimously approved by the boards of directors of both conglomerates, a joint statement said.
The deal includes about 44 percent cash and 56 percent stock. The cash portion will be financed with 9.8 billion dollars from Merck's existing cash balances and 8.5 billion from JP Morgan Chase.
Merck shareholders are expected to own 68 percent of the combined company, and Schering-Plough 32 percent.
Merck expects to achieve cost savings of approximately 3.5 billion dollars annually beyond 2011 as a result of the transaction.
The deal comes just weeks after Pfizer agreed to acquire US rival Wyeth for 68 billion dollars, helping the world's biggest pharmaceutical firm diversify as it prepares for the expiration of patents on its blockbuster drugs.
Douglas McIntyre at 24/7 Wall Street said the Merck deal highlights the need for big pharmaceutical companies to consolidate in the face of competition from generic drugmakers and other pressures.
"No matter what the two companies have to say about synergy, the deal is based on saving money in a rough economy and in a world where Big Pharma companies are losing many of their profitable drugs as their patents expire," he said.
"With Merck in a weakening position due to strong competition from generics and other Big Pharma companies fighting to keep their market share, building a new company with lower costs is the key to the deal."
Standard & Poor's analyst David Lugg said the deal "could improve Merck's overall competitive position at the cost of modestly weakening its financial risk profile."
The two firms already have a joint venture to market the cholesterol treatments Vytorin and Zeita, which had sales of 1.1 billion dollars in the 2008 fourth quarter and were down 26 percent from a year earlier, primarily due to lower sales in the US market.
"We are creating a strong, global healthcare leader built for sustainable growth and success," said Merck chairman Richard Clark, who will remain the head of the company after the merger.
"The combined company will benefit from a formidable research and development pipeline, a significantly broader portfolio of medicines and an expanded presence in key international markets, particularly in high-growth emerging markets."
He added that the merger will allow the new enterprise to invest in strategic opportunities and create "meaningful value" for shareholders.
Fred Hassan, chairman and CEO of Schering-Plough, said the combined entity "will be well-positioned to further deliver on our shared goal of discovering new therapies for patients to help them live healthier, happier lives."
The transaction will double the number of potential medicines Merck has in the most advanced phase of development, bringing the total to 18.
Executives said the combined company will have a more diverse portfolio across important therapeutic areas, including cardiovascular, respiratory, oncology, neuroscience, infectious disease, immunology, women's health and other areas.
Schering-Plough generates about 70 percent of its revenue outside of the United States, including more than two billion dollars in annual revenue from emerging markets.
As a result, the merger will dramatically accelerate Merck's own international growth efforts, including the company's goal of reaching top five market share in targeted emerging markets, company officials said.
The acquisition, which requires approval by the companies' shareholders and regulatory authorities, was expected to be finalized in the fourth quarter this year.
Schering-Plough shares rallied 14 percent to close at 20.10 dollars on the news while Merck fell 7.7 percent to 20.99 dollars.
Gregory Drahuschak at Janney Montgomery Scott said that soon after the offer was announced "there was speculation that someone might make a competing offer," with Johnson & Johnson mentioned as a possible buyer of Schering.
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Richard Clark, chairman of Merck, pictured in 2006. US-based Merck & Co. agreed Monday to buy rival Schering-Plough for 41.1 billion dollars in the latest tie-up of big drugmakers facing increased cost pressures as key patents expire.
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