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SECURITIES AND 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) December 19, 1996
______________________
MERCK & CO., Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey
__________________________________________________________
(State or other jurisdiction of incorporation)
1-3305 22-1109110
____________________________ _____________________________________
(Commission File Number) (I.R.S Employer Identification No.)
One Merck Drive, PO Box 100, Whitehouse Station, NJ 08889-0100
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908)423-1000
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Item 5. Other Events
Incorporated by reference is a press release issued by the Registrant on
December 19, 1996, attached as Exhibit 99, concerning the Registrant's
announcement of plans to combine its animal health and poultry genetics business
with those of Rhone-Poulenc to form a 50-50 joint venture, to be called Merial
Animal Health.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99 Press release issued Filed with
December 19, 1996 this document
SIGNATURES
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.
Date: December 23, 1996 By: /s/ Dolores O. Rosinski
____________________________
DOLORES O. ROSINSKI
Senior Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99 Press release issued December 19, 1996
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Exhibit 99
Contacts: Merck & Co., Inc. Rhone Merieux
John Doorley, Press Contact Isabelle Dessart
(908) 423-4081 11-33-4-72-72-31-60
Carol Goodrich, Press Contact Rhone-Poulenc
(908) 423-6022 Beverley Miles
11-33-1-47-68-09-79
Jim Hinrichs, Investor Contact
(908) 423-6883
MERCK AND RHONE-POULENC TO CREATE WORLD'S LARGEST ANIMAL HEALTH AND
POULTRY GENETICS COMPANY
Whitehouse Station, NJ, December 19, 1996 -- Merck & Co., Inc. and
Rhone-Poulenc announced today plans to combine their animal health and poultry
genetics businesses to form a new company that will be the largest in the animal
health and poultry genetics industries. The new, global company, to be called
Merial Animal Health, will be a stand-alone, 50-50 joint venture with a revenue
base of $1.7 billion (approximate combined 1996 sales).
Merck and Rhone-Poulenc have been strongly committed to the animal
health and poultry genetics markets and they have achieved considerable success
through Merck AgVet and Rhone Merieux. Merial Animal Health will provide the
best possible platform for future growth, and offer the greatest potential for
important advances in animal health and poultry genetics.
ANIMAL HEALTH
In 1995, the Merck animal health and Rhone Merieux animal health
businesses held second-and fourth-place market rankings respectively. Their
combined 1996 sales will be approximately $1.4 billion in a market totaling
$10.7 billion.
Merck Chairman and CEO Raymond V. Gilmartin said: "Merial Animal Health
will have many of the strategic advantages critical for success in a market
characterized by increasing competition and consolidation. Merck's and
Rhone-Poulenc's animal health businesses are fully complementary, forming an
excellent fit in terms of product line, pipeline, and species and geographic
representation."
In 1996, Merck and Rhone-Poulenc invested a total of more than $120
million in animal health R&D. Merial Animal Health will have the animal health
industry's largest R&D budget.
Rhone-Poulenc President Igor Landau said: "Merial will benefit from
quite exceptional human and financial resources to accomplish one of its key
missions: the discovery of innovative veterinary products. Innovation is indeed
the best strategy to serve the interests of Merial's customers, employees and
the shareholders of Rhone-Poulenc and Merck."
The combination of Merck and Rhone Merieux animal health businesses
will provide the animal health industry's broadest line of products and services
for the prevention and treatment of diseases in production livestock (cattle,
pigs and sheep), poultry and companion animals (cats, dogs and horses). Merck
has long been
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recognized as the innovator in the field of animal health parasiticides and its
ivermectin is the world's largest-selling animal health compound. Rhone Merieux
is the worldwide leader in vaccines covering a broad range of animal species; in
addition, Rhone Merieux markets a line of animal health pharmaceuticals and has
recently introduced Frontline, a significant advance in the control of external
parasites, most notably fleas and ticks on dogs and cats.
Geographically, Rhone Merieux has a particularly strong presence in
Europe and the Far East, and Merck has a particularly strong presence in the
U.S. Merial Animal Health's sales will be almost evenly split among Europe,
North America and the rest of the world, much in line with the overall industry.
Significant sales synergies are expected as a result of the broader
product offering of pharmaceuticals and vaccines, the complementary capabilities
in several key markets around the world and the potential for combination
products. There will also be opportunities for cost savings that will come from
combining the organizations, although the savings are not a primary reason for
the venture, both parent companies said.
In essence, Merck and Rhone-Poulenc plan to contribute their animal
health businesses to Merial Animal Health. Specifically, they will contribute
all their animal health products and their sales and marketing capabilities.
Merck will contribute its developmental research personnel, and will enter into
long-term contracts to provide basic research and manufacturing for Merial
Animal Health. Rhone-Poulenc will contribute all of the assets and personnel
from its research and manufacturing operations. Merial Animal Health will have
research agreements with Rhone-Poulenc and affiliates, including Pasteur-Merieux
Connaught, Rhone-Poulenc AG and Rhone-Poulenc Rorer for the discovery of new
compounds and technologies.
POULTRY GENETICS
Merck and Rhone-Poulenc plan to contribute their respective poultry
genetics businesses, Hubbard and ISA, to Merial Animal Health, and the new
poultry genetics business will be operationally distinct from animal health.
With a revenue base of approximately $300 million (combined 1996 sales), the
Merial poultry genetics business will be the new leader in the development and
production of poultry breeding stock, and will be a full-service provider to the
chicken, turkey and egg segments.
* * *
The Board of Directors of Merial Animal Health will be composed of
three senior executives from Merck and three from Rhone-Poulenc. Dr. John
Preston, President of Merck AgVet, will be the Chairman of Merial Animal Health
for the first two years. Louis Champel, President of Rhone Merieux, will be CEO.
A letter of intent was signed today. The project is being submitted for
consultation under the French Legal Labour Information and Consultation Process.
It is also subject to approval by the European, French and U.S. authorities.
Dependent upon such approval, Merial Animal Health is expected to be fully
operational in the second quarter of 1997. In the meantime, Merck and
Rhone-Poulenc will collaborate to prepare for a successful start up.
In a separate move, Merck will divest its crop protection business
which, along with the animal health and poultry genetics businesses, had formed
the Merck AgVet Division. 1995 crop protection sales were approximately $200
million. Merck has retained J.P. Morgan to help handle the planned sale.
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