It’s Official: Carrie Smith Cox Will Not Be “Merck-ified” (Hold Any High-Office At New Merck)

November 4, 2009 · Leave a Comment


The “Old” Merck just filed a Form 8-K with the SEC, chock-full of post-closing disclosures, including this gem (at page 6):

. . . .On the Closing Date, pursuant to the Merger Agreement, the Chief Executive Officer, and Executive Vice-President and Chief Financial Officer and the other “named executive officers” of Schering-Plough and the Vice President and Controller (the principal accounting officer) of Schering-Plough ceased to serve in their respective positions. . . .

(e) Compensatory Agreements and Arrangements (page 10)

In connection with each of Mr. Hassan’s, Mr. Bertolini’s, Mr. Koestler’s, Ms. Cox’s, and Mr. Sabatino’s separation from service in connection with the Mergers, each became eligible to receive severance payments and benefits in accordance with his or her individual employment agreements. . . .

That, coupled with this, from New Merck’s corresponding SEC Form 8-K (at page 4) makes it definitive — only the Merck-ified officers, as previously-named, shall rule:

. . . .Effective as of the Closing Date, the following individuals, each of whom is an officer of New Merck and Old Merck, were elected to serve as directors of Old Merck, together with Richard T. Clark: Kenneth C. Frazier, Peter N. Kellogg and Bruce N. Kuhlik.

Following the Closing Date, the individuals serving as members of the Board of Directors of Old Merck will not receive any separate compensation for their role as a director of Old Merck. . . .

No huge surprise, there — just good to see — in definitive form. Travel well, Ms. Cox — but travel light — as it’s now “whiskey for my men, and beer for my horses” time. [Ref.: a ditty by Willy Nelson and Toby Keith -- of a few years passed.]

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A Shiny, Happy New Merck-ified Site Is Online, Now

November 4, 2009 · Leave a Comment


If you type in the old Schering-Plough web-address, you immediately land at the completely-revamped “New Merck” site — which is actually a very well-executed re-design:

More later, perhaps — but for now, the merger survey link still works.

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Schering-Plough Closed at $28.15 Last Night, On The NYSE (For The Very Last Time)

November 4, 2009 · Leave a Comment


At that NYSE closing stock price, here is what each of the following officers will likely net, in golden parachutes, “change of control” and retirement pay — assuming none of them land seats at the “New Merck“, or if any of them do, they depart the combined company within 18 months, from today (the links show how I made my calculations, for easy reference):

CEO Fred Hassan | $175 million

CFO Bob Bertolini | $117 million

EVP Carrie Cox | $52 million

GC Tom Sabatino | $55 million

Top Four Total | $400 million

Those are very large pieces of silver.

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