Merck Announces $5 Billion Accelerated Share Repurchase

  Merck Announces $5 Billion Accelerated Share Repurchase

Business Wire

WHITEHOUSE STATION, N.J. -- May 21, 2013

Merck (NYSE: MRK), known as MSD outside the United States and Canada, today
announced that it has entered into an accelerated share repurchase agreement
(ASR) with Goldman, Sachs & Co. to repurchase $5 billion of Merck’s common
stock. Proceeds from the company’s recently concluded debt offering were used
to execute the ASR, which is part of Merck’s previously announced $15 billion
share repurchase program.

“This accelerated share repurchase demonstrates our commitment to delivering
increased value to shareholders in the short term, while continuing to invest
in the important opportunities that will drive our long-term growth,” said
Kenneth C. Frazier, chairman and chief executive officer, Merck.

Under the terms of the ASR, Merck has agreed to repurchase $5 billion of its
common stock from Goldman, Sachs & Co., in total, with an initial delivery of
approximately 99.5 million shares based on current market prices. The final
number of shares to be repurchased will be based on Merck’s volume-weighted
average stock price during the term of the transaction, which is expected to
be completed no later than November 25, 2013.

In the first four months of 2013, Merck repurchased approximately 17.8 million
shares for a total of $772 million.  As of April 30, 2013, the company’s total
outstanding share repurchase authorization was $16.1 billion, which included
$1.1 billion in authorized repurchases remaining under the program previously
announced on April 27, 2011.

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. For more information, visit and
connect with us on Twitter, Facebook and YouTube.

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. These statements are based upon the current beliefs and
expectations of Merck’s management and are subject to significant risks and
uncertainties. If underlying assumptions prove inaccurate or risks or
uncertainties materialize, actual results may differ materially from those set
forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry
conditions and competition; general economic factors, including interest rate
and currency exchange rate fluctuations; the impact of pharmaceutical industry
regulation and health care legislation in the United States and
internationally; global trends toward health care cost containment;
technological advances, new products and patents attained by competitors;
challenges inherent in new product development, including obtaining regulatory
approval; Merck’s ability to accurately predict future market conditions;
manufacturing difficulties or delays; financial instability of international
economies and sovereign risk; dependence on the effectiveness of Merck’s
patents and other protections for innovative products; and the exposure to
litigation, including patent 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 2012
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


Media Contact:
Steven Cragle, 908-423-3461
Investor Contact:
Carol Ferguson, 908-423-5185
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