-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XsawcBYtWwoDuJ0DKyWSpGKeycj3pcyFfrkgMoBnOvnPQnXpX7lZUjlKqLw8UcoZ 3IyQZEhRzr3MAVayztdGYg== 0000950123-94-001788.txt : 19941108 0000950123-94-001788.hdr.sgml : 19941108 ACCESSION NUMBER: 0000950123-94-001788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941101 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 94557824 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084231000 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 8-K 1 MERCK & CO. INC. FORM 8-K 1 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) 2 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 3 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99(a) Press release issued November 1, 1994. 99(b) Press release issued November 3, 1994.
EX-99.A 2 PRESS RELEASE ISSUED NOVEMBER 1, 1994 1 Exhibit 99(a) FOR IMMEDIATE RELEASE Press Contact: John Doorley Investor Contact: Jim Hinrichs (908) 423-4081 -- Office (908) 423-6883 -- Office (908) 232-2052 -- Home
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. - more - 2 "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. ###
EX-99.B 3 PRESS RELEASE ISSUED NOVEMBER 3, 1994 1 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. - more - 2 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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