Obligation Merck & CIE 5% ( US589331AN70 ) en USD

Société émettrice Merck & CIE
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US589331AN70 ( en USD )
Coupon 5% par an ( paiement semestriel )
Echéance 30/06/2019 - Obligation échue



Prospectus brochure de l'obligation Merck & Co US589331AN70 en USD 5%, échue


Montant Minimal 2 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip 589331AN7
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Merck & Co., Inc. est une multinationale américaine de produits pharmaceutiques et de soins de santé, connue pour sa recherche et son développement de médicaments innovants dans divers domaines thérapeutiques.

L'Obligation émise par Merck & CIE ( Etas-Unis ) , en USD, avec le code ISIN US589331AN70, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2019







Prospectus Supplement
Page 1 of 54
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-160134
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of Registration
Securities Offered

Offering Price

Fee(1)
1.875% Notes due 2011

$ 1,250,000,000
$
69,750
4.000% Notes due 2015

$ 1,000,000,000
$
55,800
5.000% Notes due 2019

$ 1,250,000,000
$
69,750
5.850% Notes due 2039

$
750,000,000
$
41,850



Total

$ 4,250,000,000
$
237,150



(1) The filing fee of $237,150 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. Pursuant to Rule
457(p) under the Securities Act of 1933, the $261,989 remaining of the filing fee previously paid with respect to unsold
securities registered pursuant to a Registration Statement on Form S-3 (No. 333-118186), as amended, which was
initially filed by Merck & Co., Inc. on August 13, 2004, is being carried forward, of which $237,150 is offset against the
registration fee due for this offering and of which $24,839 in the aggregate remains available for future registration fees.
No additional registration fee has been paid with respect to this offering.
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Table of Contents

Prospectus supplement
(To prospectus dated June 22, 2009)
$4,250,000,000

Merck & Co., Inc.
$1,250,000,000 1.875% Notes due 2011
$1,000,000,000 4.000% Notes due 2015
$1,250,000,000 5.000% Notes due 2019
$750,000,000 5.850% Notes due 2039
We are offering $1,250,000,000 aggregate principal amount of our 1.875% Notes due 2011 (the "2011 notes"),
$1,000,000,000 aggregate principal amount of our 4.000% Notes due 2015 (the "2015 notes"), $1,250,000,000
aggregate principal amount of our 5.000% Notes due 2019 (the "2019 notes") and $750,000,000 aggregate
principal amount of our 5.850% Notes due 2039 (the "2039 notes"). We refer to the 2011 notes, the 2015
notes, the 2019 notes and the 2039 notes collectively as the "notes."
Interest on the notes is payable on June 30 and December 30 of each year, beginning on December 30, 2009.
The 2011 notes will mature on June 30, 2011, the 2015 notes will mature on June 30, 2015, the 2019 notes will
mature on June 30, 2019 and the 2039 notes will mature on June 30, 2039. We may redeem some or all of the
notes at any time at the redemption prices set forth in the prospectus supplement under the caption "Description
of the notes--Optional redemption."
Investing in the notes involves risks. See "Risk factors" beginning on page S-3 of this prospectus
supplement and in those documents incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.


Proceeds, before


Public offering price
Underwriting discount
expenses, to us
Per 2011 note

99.976%
0.250%
99.726%
Total

$1,249,700,000
$3,125,000
$1,246,575,000
Per 2015 note

99.598%
0.350%
99.248%
Total

$995,980,000
$3,500,000
$992,480,000
Per 2019 note

99.369%
0.450%
98.919%
Total

$1,242,112,500
$5,625,000
$1,236,487,500
Per 2039 note

99.802%
0.875%
98.927%
Total

$748,515,000
$6,562,500
$741,952,500
Interest on the notes will accrue from June 25, 2009. The notes will not be listed on any securities exchange.
Currently, there is no public market for the notes.
We expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The
Depository Trust Company and its participants, including Clearstream Banking, société anonyme and Euroclear
Bank S.A./N.V., on or about June 25, 2009.
Joint Book-Running Managers
Global Coordinator
J.P. Morgan
Banc of America Securities LLC

Citi
RBS

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Prospectus Supplement
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BNP PARIBAS

Credit Suisse

HSBC
Santander
UBS Investment Bank

Co-Manager

The Williams Capital Group, L.P.
June 22, 2009
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Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, any related free writing prospectus and the accompanying prospectus. We have not, and the
underwriters have not, authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. If the information varies between
this prospectus supplement and the accompanying prospectus, the information in this prospectus
supplement supersedes the information in the accompanying prospectus. We are not making an offer of
these securities in any jurisdiction where the offer or sale is not permitted. Neither the delivery of this
prospectus supplement, any related free writing prospectus or the accompanying prospectus, nor any
sale made hereunder and thereunder, shall under any circumstances create any implication that there has
been no change in our affairs since the date of this prospectus supplement, any related free writing
prospectus or the accompanying prospectus, regardless of the time of delivery of such document or any
sale of the securities offered hereby or thereby, or that the information contained or incorporated by
reference herein or therein is correct as of any time subsequent to the date of such information.
Generally, references to the "prospectus" in this prospectus supplement and the accompanying
prospectus mean both this prospectus supplement and the accompanying prospectus combined.
Table of contents
Prospectus supplement

Merck

S-1
The merger with Schering-Plough

S-1
Risk factors

S-3
Forward-looking statements

S-5
Use of proceeds

S-7
Capitalization

S-8
Ratio of earnings to fixed charges

S-8
Description of the notes

S-9
United States federal tax considerations

S-16
Underwriting

S-22
Legal matters

S-25
Prospectus

About This Prospectus

1
Merck

1
Risk Factors

2
Forward-Looking Statements

2
Ratios of Earnings to Fixed Charges

2
Use of Proceeds

3
Description of Debt Securities We May Offer

4
Legal Ownership and Book-Entry Issuance

15
Plan of Distribution

18
Validity of Debt Securities

19
Experts

19
Where You Can Find More Information

20
Incorporation of Certain Documents by Reference

21
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Merck
We are a global research-driven pharmaceutical company that discovers, develops, manufactures and markets a
broad range of innovative products to improve human and animal health. Our operations are principally managed
on a products basis and are comprised of two reportable segments: the pharmaceutical segment and the
vaccines and infectious diseases segment. The pharmaceutical segment includes products consisting of
therapeutic and preventive agents, sold by prescription, for the treatment of human disorders and sold by us
primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers
such as health maintenance organizations, pharmacy benefit managers and other institutions. The vaccines and
infectious diseases segment includes human health vaccine products consisting of preventative pediatric,
adolescent and adult vaccines, primarily administered at physician offices, and infectious disease products
consisting of therapeutic agents for the treatment of infection sold primarily to drug wholesalers and retailers,
hospitals and government agencies.
We were incorporated in the State of New Jersey in 1927 and maintain our principal offices at Whitehouse
Station, New Jersey. Our address is One Merck Drive, Whitehouse Station, New Jersey 08889-0100, and our
telephone number is (908) 423-1000. Our web site is located at www.merck.com. Information on our web site is
not incorporated into this prospectus supplement or the accompanying prospectus by reference and should not be
considered a part of this prospectus supplement or the accompanying prospectus.
The merger with Schering-Plough
The merger agreement
In March 2009, we entered into a definitive merger agreement with Schering-Plough Corporation ("Schering-
Plough") under which we and Schering-Plough will combine in a stock and cash transaction (the "Merger"). The
Merger will be structured as a "reverse merger" in which Schering-Plough will continue as the surviving public
corporation. The merger agreement provides for two successive mergers and is expected to close in the fourth
quarter of 2009. In the first merger, which we refer to as the Schering-Plough merger, a wholly owned subsidiary
of Schering-Plough will merge into Schering-Plough. Schering-Plough will continue as the surviving company in
this merger, but will change its name to "Merck & Co., Inc." We refer to the surviving company in this merger as
"New Merck." In the Schering-Plough merger, each outstanding share of Schering-Plough common stock will be
converted into the right to receive $10.50 in cash and 0.5767 of a share of common stock of New Merck. In the
second merger, which we refer to as the Merck merger, a second wholly owned subsidiary of Schering-Plough will
merge with Merck. Each outstanding share of Merck common stock will be converted into one share of common
stock of New Merck. Merck, which will change its name, will continue as the surviving company in the Merck
merger, but as a wholly owned subsidiary of New Merck.
We also expect that, immediately after the Merger, our former shareholders and the former shareholders of
Schering-Plough will own approximately 68% and 32%, respectively, of New Merck's outstanding common stock.
Upon completion of the Merger, the board of directors of New Merck will be comprised of the directors of Merck
immediately prior to the Merger and three persons who were directors of Schering-Plough immediately prior to
completion of the Merger, as well as those other individuals designated by us prior to the closing. Except as
indicated by us prior to the closing, our officers immediately before the Merger will, after the Merger, be officers of
New Merck holding the same offices at New Merck as they hold with us immediately before the Merger.

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Conditions to the completion of the transaction
The completion of the transaction depends on a number of conditions being satisfied or waived, including
approvals of Schering-Plough shareholders and our shareholders, the absence of a government injunction or law
enjoining or prohibiting the Merger, regulatory and other governmental approvals, the accuracy of representations
and warranties made by the parties in the merger agreement (subject to certain materiality and other exceptions),
the performance by the parties of their material obligations under the merger agreement in all material respects,
and the non-occurrence of a material adverse effect on either Schering-Plough or us since March 8, 2009, among
others.
This offering is not conditioned on the closing of the Merger and there can be no assurance that the Merger will
be consummated. The notes offered hereby will remain outstanding whether or not the Merger is consummated.
Financing
We expect that the total cash consideration payable in respect of the Schering-Plough common stock and other
equity securities of Schering-Plough in connection with the Merger will be approximately $18.4 billion. We expect
to use available cash and the proceeds of this offering, together with proceeds from various credit facilities,
commercial paper borrowings and/or alternative financing sources, to complete the Merger. For more information,
see the unaudited pro forma condensed combined financial statements giving effect to the Merger, which are
incorporated by reference herein from our Current Report on Form 8-K filed on June 22, 2009. See "Incorporation
of Certain Documents by Reference" in the accompanying prospectus.
If the Merger is consummated, the notes offered hereby and any other outstanding public debt securities that we
have previously issued and borrowings under various credit facilities will remain our indebtedness, but will be
guaranteed by New Merck. See "Description of the notes--New Merck guarantee." Any public debt securities of
Schering-Plough outstanding at the time the Merger is consummated will become indebtedness of New Merck,
and we will guarantee those debt securities, as well as any borrowings under Schering-Plough's existing credit
facility. The closing of this offering will terminate the commitments of lenders and our related obligations pursuant
to the $3.0 billion bridge loan agreement entered into on May 6, 2009. It also will reduce the commitments of
lenders under the asset sale facility by approximately $375 million, net of fees and expenses incurred in
connection with this offering.
Schering-Plough
Schering-Plough is a global innovation-driven, science-based health care company with leading prescription
pharmaceutical, animal health and consumer health care products. Schering-Plough has business operations in
more than 140 countries. Through its own biopharmaceutical research and collaborations with partners, Schering-
Plough creates therapies that help save and improve lives around the world. Schering-Plough applies its research
and development platform to prescription pharmaceuticals, animal health and consumer health care products.
The prescription pharmaceuticals segment discovers, develops, manufactures and markets human
pharmaceutical products. Within the prescription pharmaceuticals segment, Schering-Plough has a broad range
of research projects and marketed products in six therapeutic areas: cardiovascular, central nervous system,
immunology and infectious disease, oncology, respiratory and women's health. The animal health segment
discovers, develops, manufactures and markets animal health products, including vaccines. The consumer health
care segment develops, manufactures and markets over-the-counter, footcare and sun care products.

S-2
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Risk factors
Before acquiring any of the notes, you should carefully consider the following risk factors and the risk factors and
assumptions related to our business identified or described in our most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q and any subsequent Quarterly Report on Form 10-Q or Current Report on Form
8-K incorporated by reference herein. In addition, you should carefully consider the risk factors in our Current
Report on Form 8-K filed on June 22, 2009, which is incorporated by reference herein, and all other information
contained or incorporated by reference into this prospectus supplement and the accompanying prospectus before
acquiring any of the notes. The occurrence of any one or more of the foregoing or following risks could materially
adversely affect your investment in the notes or our business and operating results.
This offering is not conditioned upon the closing of the proposed Merger with Schering-Plough and there
can be no assurance that the Merger will be consummated.
In March 2009, we announced the approval by our board of directors of a definitive merger agreement under
which we and Schering-Plough will combine in a stock and cash transaction. We expect the Merger to close in the
fourth quarter of 2009, subject to required approvals by our shareholders and the shareholders of Schering-
Plough, regulatory approvals, and customary closing conditions. This offering is not conditioned on the closing of
the Merger and there can be no assurance that the proposed Merger will be consummated. The notes offered
hereby will remain outstanding whether or not the Merger is consummated.
The notes are our unsecured obligations and will be effectively junior to secured indebtedness that we
may issue and indebtedness of our subsidiaries.
The notes will be unsecured. Holders of any secured debt that we may issue may foreclose on the assets
securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt,
including the notes. Holders of our secured debt also would have priority over unsecured creditors in the event of
our bankruptcy, liquidation or similar proceeding. In the event of our bankruptcy, liquidation or similar proceeding,
holders of our secured debt would be entitled to proceed against their collateral, and the assets securing that
collateral may not be available for payment of unsecured debt, including the notes. As a result, the notes will be
effectively junior to any secured debt that we may issue, to the extent of the value of the assets securing such
debt. In addition, the notes are not guaranteed by any of our subsidiaries and therefore the notes will be
effectively subordinated to all existing and future secured and unsecured indebtedness and other liabilities of our
subsidiaries. The terms of the notes and the indenture do not preclude our subsidiaries from incurring debt.
Active trading markets for the notes may not develop, which could limit their market prices or your ability
to sell them.
The notes are new issues of debt securities for which there currently are no trading markets. As a result, we
cannot provide any assurances that any markets will develop for the notes or that you will be able to sell your
notes. We have no plans to list the notes on any securities exchange or any automated quotation system. If any
of the notes are traded after their initial issuance, they may trade at discounts from their initial offering prices
depending on prevailing interest rates, the markets for similar securities, general economic conditions, our
financial condition, performance and prospects and other factors. The underwriters have advised us that they
intend to make a market in each series of notes, but they are not obligated to do so. The underwriters

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may discontinue any market-making in the notes at any time at their sole discretion. Accordingly, we cannot
assure you that a liquid trading market will develop for the notes of any series, that you will be able to sell your
notes at a particular time or that the prices you receive when you sell will be favorable. To the extent active
trading markets do not develop, the liquidity and trading prices for the notes may be harmed. Accordingly, you
may be required to bear the financial risk of an investment in the notes for an indefinite period of time.

S-4
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Forward-looking statements
This prospectus supplement and the accompanying prospectus and any documents we incorporate by reference
herein or therein and oral statements made from time to time by the Company may contain so called "forward-
looking statements" (within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, or the Exchange Act), all of which are based on
management's current expectations and are subject to risks and uncertainties which may cause results to differ
materially from those set forth in the statements. One can identify these forward-looking statements by their use
of words such as "expects," "plans," "will," "estimates," "forecasts," "projects" and other words of similar meaning.
One can also identify them by the fact that they do not relate strictly to historical or current facts. These
statements are likely to address the Company's growth strategy, financial results, product development, product
approvals, product potential and development programs, as well as the proposed Merger between Merck and
Schering-Plough. One must carefully consider any such statement and should understand that many factors could
cause actual results to differ materially from the Company's forward-looking statements. These factors include
inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and
some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
The Company does not assume the obligation to update any forward-looking statement. The Company cautions
you not to place undue reliance on these forward-looking statements. Although it is not possible to predict or
identify all such factors, they may include the following:

· Significant litigation related to Vioxx.

· Competition from generic products as our products lose patent protection.

· Increased "brand" competition in therapeutic areas important to our long-term business performance.

· The difficulties and uncertainties inherent in new product development. The outcome of the lengthy and
complex process of new product development is inherently uncertain. A drug candidate can fail at any stage of
the process and one or more late-stage product candidates could fail to receive regulatory approval. New
product candidates may appear promising in development but fail to reach the market because of efficacy or
safety concerns, the inability to obtain necessary regulatory approvals, the difficulty or excessive cost to
manufacture and/or the infringement of patents or intellectual property rights of others. Furthermore, the sales
of new products may prove to be disappointing and fail to reach anticipated levels.

· Pricing pressures, both in the United States and abroad, including rules and practices of managed care groups,
judicial decisions and governmental laws and regulations related to Medicare, Medicaid and health care reform,
pharmaceutical reimbursement and pricing in general.

· Changes in government laws and regulations and the enforcement thereof affecting our business.

· Efficacy or safety concerns with respect to marketed products, whether or not scientifically justified, leading to
product recalls, withdrawals or declining sales.

· Legal factors, including product liability claims, antitrust litigation and governmental investigations, including tax
disputes, environmental concerns and patent disputes with

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