Jul 26 2009
Merck & Co., Inc. has announced a proposed settlement, subject to Court approval, to resolve litigation challenging the planned merger between Merck and Schering-Plough Corporation and seeking other forms of relief.
The consolidated class action lawsuit, which was noted in Merck's June 25, 2009, definitive merger proxy statement/prospectus, was filed in the Chancery Division of the Superior Court of New Jersey in Hunterdon County and named Merck, its directors and Schering-Plough as defendants.
The proposed settlement references additional disclosures made by Merck and Schering-Plough related to the proposed merger, including information about Merck's financial advisor (J.P. Morgan), its fairness opinion and certain other details. All of these additional disclosures already have been made in the joint proxy/prospectus filed with the Securities and Exchange Commission (SEC). Under the proposed settlement, no damages would be paid by Merck or Schering-Plough. In addition, the parties have agreed that plaintiffs' counsel may apply to the Court for an award of attorneys' fees and costs to be paid by Merck.
Merck said the proposed settlement is not in any way an admission of any wrongdoing or liability in connection with plaintiffs' allegations. The company said it agreed to settle the suit in order to avoid the further costs and inherent uncertainty of litigation.
This settlement, if approved by the Court, and the separate settlement announced by Schering-Plough today, will resolve and release all claims that were or could have been brought by any shareholder of Merck or Schering-Plough challenging any aspect of the proposed merger, including any merger disclosure claims.