08/07/2010 14:00:00

Merck Details Plans to Advance Integration of R&D, Manufacturing and Business Operations Worldwide

Merck & Co., Inc. (NYSE: MRK), known outside the U.S. and Canada as MSD,

today provided further detail on integration plans for the company's

research and development, manufacturing and other business operations as

part of a global restructuring program announced following the November

2009 merger of Merck and Schering-Plough. The consolidation plans

support Merck's strategic direction as a customer focused, innovative

and diversified global health care company, and position the company to

invest in key areas for future growth, including emerging markets,

biologics, vaccines and consumer care.

Merck today announced plans to phase out operations at eight research

sites and eight manufacturing sites, as well as to continue to

consolidate office facilities worldwide, as part of the global merger

restructuring program that began last December. The goal of the

restructuring is to create a flexible R&D organization that cultivates

scientific innovation, facilitates external collaboration and drives

pipeline progress and a reliable, more fully utilized and cost efficient

worldwide manufacturing supply chain to support Merck's broader product

portfolio.

Merck continues to expect its total workforce to be reduced by

approximately 15 percent across all areas of the combined company

worldwide as part of the initial phases of its merger restructuring

program. The company said it will continue to hire new employees in

strategic growth areas of the business as necessary.

“Today’s announcement is another important step as we successfully

integrate our global operations on schedule and move forward with

Merck's strategic priorities,” said Richard T. Clark, chairman and chief

executive officer of Merck. “These changes are crucial to drive future

growth and realize the promise of being a global health care leader for

the long term. While we believe these actions are necessary to support

Merck's competitive advantage, they required difficult decisions that

will impact some of our colleagues, their families and local

communities. We will implement our restructuring plans with the utmost

care and respect for the hard-working and talented employees of Merck,"

he said.

Merck said it remains committed to achieving its previously announced

synergy target of $3.5 billion in ongoing annual savings in 2012. With

the plans announced today, Merck expects the initial phases of the

merger restructuring program to result in savings of approximately $2.7

to $3.1 billion in 2012 toward the $3.5 billion target. The company said

synergy target savings will also come from non-restructuring-related

activities, such as its ongoing procurement savings initiative. The

company estimates that cumulative pretax costs for the initial phases of

the merger restructuring program will now range from $3.5 billion to

$4.3 billion. Merck expects that a charge for certain portions of these

costs will be recorded in the second quarter of 2010. Merck said that

approximately two-thirds of the cumulative pretax costs will relate to

cash outlays, primarily due to employee separation expense. About

one-third of the cumulative pretax costs are expected to be non-cash,

relating primarily to the accelerated depreciation of facilities to be

closed or divested.

Merck is taking a careful and thoughtful approach to these actions,

including exploring appropriate local partnerships, business development

initiatives and, in some cases, site sales to help minimize the

potential impact on communities and employees. The company said its

evaluation of these opportunities as well as the company's global

network continues. Merck will comply with all local laws and

regulations, including where applicable, any requirements to inform or

consult with works councils, trade unions or other employee

representative bodies.

Merck Research Laboratories

The Merck Research Laboratories network is being restructured to ensure

efficient and successful delivery of Merck’s pipeline of promising

candidates. The new network will be comprised of 16 major research and

development facilities worldwide. Merck will retain clinical development

and regulatory affairs expertise in major regions around the world

including the U.S., Europe, Asia and Japan.

At the core of Merck's research network are several large

multidisciplinary sites that will support multiple research franchises.

These sites provide the capabilities and resources to advance research

priorities and respond quickly to change. The new network structure

positions Merck to deliver important products that span biologics, small

molecules and vaccines.

As part of today's announcement, Merck plans to phase out operations at

eight research sites over the next two years. These sites include:

Montreal, Canada; Boxmeer (Nobilon facility only), Oss, and Schaijk,

Netherlands; Odense, Denmark; Waltrop, Germany; Newhouse, Scotland; and

Cambridge (Kendall Square), Massachusetts, U.S.

The company's research division will retain its focus on seven key

therapeutic franchise areas: Cardiovascular Disease; Diabetes and

Obesity; Infectious Disease; Oncology; Neuroscience and Ophthalmology;

Respiratory and Immunology; and Women's Health and Endocrine. Merck's

women's health research, currently centered in Oss, the Netherlands,

will be relocated primarily to the U.S. The company remains committed to

discovering and developing treatments and products for women’s health

and will pursue global research collaborations. The continued focus on

core franchise areas is aligned with the company's global scientific

strategy of retaining deep internal therapeutic area and functional

expertise in core areas while strategically collaborating with partners

to access external innovation.

Merck Manufacturing Division

Merck is realigning its global manufacturing network to create a

focused, more fully-utilized and cost-efficient worldwide supply chain

in support of the company's broader product portfolio. The company's

core manufacturing activity will be focused on areas where it has unique

expertise and capabilities, while leveraging a virtual global network of

suppliers. Plans announced today as well as other actions taken since

the merger would reduce Merck's manufacturing network from 91 facilities

at the close of the merger to 77 facilities. This includes 29 animal

health facilities that are the subject of the planned joint venture of

Intervet Schering-Plough with sanofi-aventis's Merial, which are not

included in this restructuring program. The company will continue to

pursue productivity efficiencies and evaluate its manufacturing supply

chain capabilities on an ongoing basis.

Beginning in the second half of 2010, the company will phase out

operations at eight manufacturing facilities and these sites will exit

the global network as activities are transferred to other locations.

Specifically, the company intends to cease manufacturing activities at

its facilities in Comazzo, Italy; Cacem, Portugal; Azcapotzalco, Mexico;

Coyoacan, Mexico, and Santo Amaro, Brazil, and intends to sell the

Mirador, Argentina and Miami Lakes, Florida, facilities. In Singapore,

chemical manufacturing will be phased out at the legacy Merck site, but

it will continue at the legacy Schering-Plough site. The company's

extensive pharmaceutical manufacturing operations will continue at these

two Singapore facilities.

Merck will continue to make new strategic investments to support its

worldwide product supply needs, particularly in emerging markets. In

Latin America, for example, new investments are being made by Merck at

its Xochimilco, Mexico and Campinas, Brazil facilities to increase

capacity.

About Merck

Today's Merck is a global healthcare leader working to help the world be

well. Merck is known as MSD outside the United States and Canada.

Through our prescription medicines, vaccines, biologic therapies, and

consumer care and animal health products, we work with customers and

operate in more than 140 countries to deliver innovative health

solutions. We also demonstrate our commitment to increasing access to

healthcare through far-reaching policies, programs and partnerships.

Merck. Be well. For more information, visit www.merck.com.

Merck Forward-Looking Statement

This news release 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 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 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 merger of Merck and

Schering-Plough will not be realized, or will not be realized within the

expected time period; the impact of pharmaceutical industry regulation

and health care legislation; the risk that the businesses will not be

integrated successfully; disruption from the merger making it more

difficult to maintain business and operational relationships; 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 2009 Annual Report on Form 10-K and the company’s other

filings with the Securities and Exchange Commission (SEC) available at

the SEC’s Internet site (www.sec.gov).

Merck & Co., Inc.

Media:

David Caouette, 908-423-3461

Amy

Rose, 908-423-6537

or

Investor:

Alex Kelly, 908-423-5185

Joe

Romanelli, 908-423-5088

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