Fujifilm to Acquire Merck Biomanufacturing Network


February 28, 2011 12:01 am ET

Fujifilm Purchases Merck Contract Manufacturing and Service Subsidiaries Diosynth and MSD Billingham

FUJIFILM Corporation and Merck (NYSE:MRK), known as MSD outside the
United States and Canada, today announced they have entered into a
definitive agreement by which Fujifilm will acquire the Merck
BioManufacturing Network, a leading provider of contract manufacturing
and development services for the biopharmaceutical industry and wholly
owned by Merck.

“Fujifilm continues to build upon its ongoing commitment to delivering
pharmaceutical business,” said Shigetaka Komori, president and chief
executive officer of FUJIFILM Corporation. “This acquisition provides an
important addition to our pharmaceutical business with diverse
capabilities and technical expertise in production of protein

Under the terms of the agreement, Fujifilm will purchase all of the
equity interests in two Merck subsidiaries (Diosynth RTP, LLC and MSD
Biologics (U.K.) Limited) which together own all assets of the Merck
BioManufacturing Network comprising facilities located in Research
Triangle Park, North Carolina (Diosynth RTP, LLC) and Billingham, U.K.
(MSD Biologics (U.K.) Limited); and including manufacturing contracts;
business support operations and a highly skilled workforce. As part of
the agreement with Fujifilm, Merck/ MSD has committed to certain
continued development and manufacturing activities with these two
companies. Financial details of the transaction were not disclosed.

“When Merck/ MSD combined its biopharmaceutical manufacturing services
businesses in the United States and U.K. into the Merck BioManufacturing
Network, we established one of the world’s leading biopharmaceutical
contract manufacturing organizations,” said Willie A. Deese, executive
vice president and president, Merck Manufacturing Division. “With this
transaction, Merck/MSD becomes a key customer that will continue to
benefit from the expertise and experience of the combined businesses in
biologics development and manufacturing.”

The effectiveness of the agreement is subject to the expiration or
earlier termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act, if applicable, as well as other customary
closing conditions.

Merck/MSD Biomanufacturing Network

Merck/MSD Biomanufacturing Network was formed by the combination of MSD
Biologics, based in Billingham, U.K. and Diosynth Biotechnology, based
in Research Triangle Park, North Carolina, U.S.A. Merck BioManufacturing
Network offers industry-leading cGMP contract manufacturing services for
recombinant proteins, vaccines and monoclonal antibodies. The combined
expertise enables customers to improve the cost-effectiveness and
profitability of new therapies by providing fast-track progress into and
through their clinical development program, validation and

About FUJIFILM Corporation

FUJIFILM Corporation is one of the major operating companies of FUJIFILM
Holdings. Since its founding in 1934, the company has built up a wealth
of advanced technologies in the field of photo imaging, and in line with
its efforts to become a comprehensive healthcare company, Fujifilm is
now applying these technologies to the prevention, diagnosis and
treatment of diseases in the Medical and Life Science fields. Fujifilm
is also expanding growth in the highly functional materials business,
including flat panel display materials, and in the graphic systems and
optical devices businesses.

Fujifilm’s corporate philosophy is: We will use leading-edge,
proprietary technologies to provide top-quality products and services
that contribute to the advancement of culture, science, technology and
industry, as well as improved health and environmental protection in
society. Our overarching aim is to help enhance the quality of life of
people worldwide. Through its corporate philosophy, Fujifilm
demonstrates its commitment to making a significant contribution to
society. For more information, please visit http://www.fujifilm.com.

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 that
donate and deliver our products to the people who need them. For more
information, visit www.merck.com.

Merck 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. Such statements may include,
but are not limited to, statements about the benefits of the merger
between Merck and Schering-Plough, including future financial and
operating results, the combined company’s plans, objectives,
expectations and intentions and other statements that are not historical
facts. Such statements are based upon the current beliefs and
expectations of Merck’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.

The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
possibility that the expected synergies from the merger of Merck and
Schering-Plough will not be realized, or will not be realized within the
expected time period; the impact of pharmaceutical industry regulation
and health care legislation; the risk that the businesses will not be
integrated successfully; disruption from the merger making it more
difficult to maintain business and operational relationships; Merck’s
ability to accurately predict future market conditions; dependence on
the effectiveness of Merck’s patents and other protections for
innovative products; the risk of new and changing regulation and health
policies in the United States and internationally and the exposure to
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 2009 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 (www.sec.gov).

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Ian R. McConnell, 908-423-3046
Joe Romanelli, 908-423-5088
Corporate Public Relations Division

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