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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) May 19, 1998
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MERCK & CO., Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey
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(State or other jurisdiction of incorporation)
1-3305 22-1109110
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(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
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Incorporated by reference is a press release issued by the Registrant on May 19,
1998, attached as Exhibit 99, concerning the Registrant's announcement that it
has reached an agreement with DuPont to sell its one-half interest in the DuPont
Merck Pharmaceutical Company to DuPont for $2.6 billion in cash.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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Exhibit 99 Press release issued Filed with
May 19, 1998 this document
SIGNATURES
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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: May 28, 1998 By: /s/ Nancy V. Van Allen
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NANCY V. VAN ALLEN
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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99 Press release issued May 19, 1998
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Exhibit 99
FOR IMMEDIATE RELEASE:
Press Contacts: Carol Goodrich John Doorley Investor Contact: Laura Jordan
(908) 423-6022 (908) 423-4081 (908) 423-5185
Merck to Sell Interest in Pharmaceutical Joint Venture to DuPont
for $2.6 Billion
COZAAR/HYZAAR Arrangement to Continue
Whitehouse Station, N.J., May 19, 1998 -- Merck & Co., Inc. confirmed
today that it has reached an agreement with DuPont to sell its one-half interest
in the DuPont Merck Pharmaceutical Company to DuPont for $2.6 billion in cash.
The DuPont Merck joint venture was formed in January 1991 as a fully-integrated,
stand-alone company. The terms of the original joint venture agreement granted
Merck an option to sell its interest in the joint venture at this time. After
assessing DuPont Merck's prospects and its ability to meet Merck's long-term
growth objectives, Merck decided to exercise its option to sell and DuPont
agreed to purchase Merck's one-half interest at fair market value.
The agreement will have no impact on the companies' marketing
arrangement for COZAAR/HYZAAR, the leader in a new class of anti-hypertensive
agents, which Merck markets and sells worldwide. In addition, Merck and DuPont
will continue their research collaboration aimed at discovering and developing a
new class of blood clot-preventing compounds called glycoprotein IIb/IIIa
platelet blockers. DMP 266, a member of a new class of HIV and AIDS drugs, will
be marketed by DuPont as SUSTIVA in the U.S., Canada, and in certain European
countries and by Merck as STOCRIN in the rest of the world.
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Raymond V. Gilmartin, Merck Chairman and CEO, said, "Over the
long-term, Merck's overriding financial goal is to remain a top-tier growth
company. We decided to exercise our option to sell, based on our assessment of
the joint venture's ability to contribute to our long-term growth objective. We
do not foresee DuPont Merck being in a position to contribute significantly to
Merck's overall growth. Moreover, we would have had to make substantial
investments in research and development and in building an infrastructure in
Europe to enable DuPont Merck to become competitive with the leading
pharmaceutical companies. Accordingly, we believe that selling Merck's 50% stake
in the joint venture is in the best interest of our Company and shareholders.
"While DuPont Merck has great strategic value to DuPont's life sciences
business, it has not been a significant contributor to Merck's earnings growth
objective. Merck's recent record of innovation and research productivity has
allowed us to regain our position as the world's largest pharmaceutical company
in terms of prescription drug sales."
Merck introduced nine new medicines between January 1995 and the end of
1997, and those nine products are fast becoming key drivers of the Company's
overall growth. In the last few months alone, Merck has introduced three
additional medicines, PROPECIA for male pattern baldness, SINGULAIR for asthma,
and COSOPT for glaucoma, to begin the next wave of product introductions. In
addition, AGGRASTAT for unstable angina was just approved by the U.S. Food and
Drug Administration and MAXALT for migraine headaches is pending regulatory
approval. The Company is preparing VIOXX, an anti-inflammatory Cox-2 inhibitor
for arthritis and pain, for worldwide regulatory filings later this year.
Judy C. Lewent, Merck senior vice president and CFO, added, "We
continuously evaluate all of our business interests, including our joint
ventures, against our own challenging internal benchmarks. While DuPont Merck
has performed in line with our general expectations, it has not been a material
contributor to our earnings growth."
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DuPont Merck's recent sales were: $1.3 billion in 1997; $1.3 billion in
1996; and $1.2 billion in 1995. The joint venture's major products include
Coumadin, an oral anticoagulant, Sinemet for Parkinson's disease, ReVia, a
treatment for alcohol dependency and Cardiolite, a heart-imaging agent.
Headquartered in Wilmington, Delaware, DuPont Merck has operations in North
America and Europe. The approximately 4,200 employees will transfer to DuPont.
The parties expect the transaction to be completed in July.
Merck & Co., Inc. is a global research driven pharmaceutical company
that discovers, develops, manufactures and markets a broad range of human and
animal health products, directly and through its joint ventures, and provides
pharmaceutical benefit services through Merck-Medco Managed Care.
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