Merck Announces $5 Billion Accelerated Share Repurchase


May 21, 2013 4:00 pm ET

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
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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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