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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 1994
----------------
MERCK & CO., Inc.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation)
1-3305 22-1109110
(Commission File Number) (IRS Employer Identification No.)
One Merck Drive, PO Box 100, Whitehouse Station, NJ 08889-0100
(Address of Principal Executive Offices) (Zip Code)
(908)423-1000
(Registrant's telephone number, including area code)
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Item 5. Other Events
Incorporated by reference are the following press releases issued by
the Registrant, attached as Exhibits 99(a) and 99(b), providing information
which the Registrant deems of importance to security holders:
(a) Press release issued November 1, 1994 concerning the
Registrant's announcement that Astra AB has paid the Registrant $820
million for a share in a joint venture. The venture will be carried
on in a company called Astra Merck, Inc., in which the Registrant and
Astra each have a 50 percent interest.
(b) Press release issued November 3, 1994 concerning the
Registrant's announcement of the signing of a definitive agreement for
the sale of its Calgon Vestal Laboratories business to ConvaTec, a
division of Bristol-Myers Squibb.
Item 7. Financial Statements and Exhibits
(c) Exhibit
Exhibit 99(a) - Press release issued November 1, 1994.
Exhibit 99(b) - Press release issued November 3, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MERCK & CO., Inc.
By: /s/ NANCY V. VAN ALLEN
-----------------------
Nancy V. Van Allen
Assistant Secretary
November 7, 1994
0209S
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99(a) Press release issued November 1, 1994.
99(b) Press release issued November 3, 1994.
</TABLE>
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Exhibit 99(a)
FOR IMMEDIATE RELEASE
<TABLE>
<S> <C>
Press Contact: John Doorley Investor Contact: Jim Hinrichs
(908) 423-4081 -- Office (908) 423-6883 -- Office
(908) 232-2052 -- Home
</TABLE>
ASTRA AB PURCHASES 50 PERCENT STAKE IN JOINT VENTURE WITH MERCK
Whitehouse Station, NJ, November 1, 1994 -- Astra AB, Sweden's leading
pharmaceutical company, announced today that it has paid Merck & Co., Inc., the
world's largest prescription drug company, $820 million for a share in a joint
venture. The venture will be carried on in a company called Astra Merck, Inc.,
in which Merck and Astra each have a 50 percent interest. The payment to Merck
will result in an estimated net after-tax gain of approximately $275 million.
A 1982 licensing agreement entitling Merck to exclusive rights to most
Astra compounds in the United States was the first step toward creating the new
company. Under the first phase of the agreement, Merck introduced three Astra
products ('Prilosec', 'Plendil' and 'Tonocard') to the U.S. market. When sales
of these products reached a specified level in July 1993, Merck began building
the infrastructure and business capabilities for the separate joint venture
company to be known as Astra Merck, Inc.
Astra Merck, Inc. has the rights to develop and market most new
prescription medicines from Astra's research. Astra Merck, Inc. will also use
this development capability and its novel approach to pharmaceutical marketing
to attract potential licensors.
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"We are very pleased that Astra is teaming up with us in this joint
venture," said Raymond V. Gilmartin, Chairman and CEO of Merck. "Astra's
decision to buy in to the joint venture company is the culmination of a 12-year
relationship that has benefited both companies as well as patients in the
United States. The joint venture company offers products and services that
bring special value to the changing health-care marketplace."
Astra Merck, Inc., which is based in Wayne, Pennsylvania, will work
with its customers to develop customized health-care solutions -- products,
information, education and services -- that help customers deliver optimal
patient care. Astra Merck is committed to attracting and training outstanding
people capable of deploying the most sophisticated technology for its
customers. Astra Merck's President is Wayne Yetter, a veteran senior marketing
executive from Merck.
Astra AB is an international pharmaceutical company which in recent
years has become one of the fastest growing companies in its industry. It is
based in Sodertalje, Sweden, and, in terms of market capitalization, is one of
that country's largest companies. Astra's subsidiary in the United States,
which has mainly been engaged in the hospital market, is now adding a division
to serve the outpatient care market. The division, with a staff of about 350,
will market products that are not covered by Astra's agreement with Merck.
Merck & Co., Inc., is a worldwide research-intensive company that
discovers, develops, produces and markets human and animal health products and
services. Merck, which is headquartered in Whitehouse Station, N.J., has
manufacturing facilities in 15 countries and eight major research centers
around the world. Merck will spend an estimated $1.3 billion on research and
development in 1994. Its Medco unit is the leading pharmacy benefits
management company.
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Exhibit 99(b)
FOR IMMEDIATE RELEASE
Press Contact: Gary Lachow Investor Contact: Jim Hinrichs
908 423-6022 (work) 908 423-6883 (work)
908 782-1232 (home)
MERCK TO SELL CALGON VESTAL LABORATORIES TO
BRISTOL-MYERS SQUIBB
Whitehouse Station, NJ, November 3, 1994 -- Merck & Co., Inc.,
announced today the signing of a definitive agreement for the sale of its
Calgon Vestal Laboratories business to ConvaTec, a division of Bristol-Myers
Squibb. As previously announced, Merck's decision to sell this business
reflects the Company's intention to focus its resources more fully on its human
and animal health business.
When Merck announced on August 16 its intention to sell its Calgon
Vestal Laboratories business, the Company said it hoped to choose a buyer whose
strategic interest will be to focus on the continuing growth and success of
Calgon's business. ConvaTec is a global manufacturer and marketer of ostomy
products, and is a leading supplier of wound care products.
Calgon Vestal Laboratories is expected to be an important part of
ConvaTec's growth strategy in the skin care industry. This acquisition will
enable ConvaTec to develop and market a more diverse product line to an
expanding worldwide customer base, and provides Calgon Vestal Laboratories
access to ConvaTec's global sales force and distribution network that will
expand the international reach of Calgon Vestal Laboratories' product line.
On August 16, Merck also announced its intention to sell its Kelco
business, a world leading producer of alginates and biogums. Merck anticipates
selecting a buyer for Kelco by the end of the year.
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Calgon Vestal Laboratories is a comprehensive provider of skin care
and infection control products. Calgon Vestal Laboratories is headquartered in
St. Louis, Missouri, and employs approximately 700 people, mostly in the United
States.
Closing of the transaction is expected to take place by year-end.
Merck & Co., Inc., is a worldwide research-intensive company that
discovers, develops, produces and markets human and animal health products and
services. Merck, which is headquartered in Whitehouse Station, N.J., has
manufacturing facilities in 15 countries and eight major research centers
around the world. Merck will spend an estimated $1.3 billion on research and
development in 1994. Its Medco unit is the leading pharmacy benefits
management company.
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