Merck in $41 Billion Merger with Schering-Plough

Cleary Gottlieb is representing Merck & Co., Inc. in its $41.1 billion merger with Schering-Plough Corporation. Schering-Plough shareholders will receive 0.5767 Merck shares and $10.50 in cash for each Schering-Plough share that they hold. Under the reverse merger arrangement, Merck shareholders are expected to own approximately 68% of the combined company, and Schering-Plough shareholders are expected to own approximately 32%.

The deal will result in a global pharmaceutical company with increased financial flexibility, a broader product portfolio, a larger number of late-stage pipeline candidates and greater geographic diversity in its business operations.

Cleary Gottlieb is representing Merck on all antitrust issues (excluding U.S.) in connection with the deal.