Under the terms of the agreement, Schering-Plough shareholders will receive 0.5767 shares of the newly combined company and $10.50 in cash for each share of Schering-Plough. Each Merck common share will automatically become a common share of the newly combined company.

This announcement follows clearance from regulatory authorities in China and Mexico. The merger of local Merck and Schering-Plough entities may be pending in other jurisdictions and integration is subject to completion of various local legal and regulatory obligations.

From the completion of the merger today through 5:00 p.m. ET on November 19, 2009, the 6.00% Mandatory Convertible Preferred Stock of Schering-Plough will be convertible at a make-whole conversion rate of 8.2021. For each share of preferred stock converted during this period, the holder will receive $86.12 in cash ($10.50 x 8.2021) and 4.7302 "MRK" common shares (0.5767 x 8.2021). Holders will also receive, for each share converted, a dividend make-whole payment of between $10.79 and $10.82, depending on the date of conversion. Additional information regarding the make-whole conversion rights of the holders of the preferred stock is set forth in the "Notice of Make-Whole Acquisition" available at www.schering-plough.com. Beginning tomorrow, the 6.00% Mandatory Convertible Preferred Stock will trade under the ticker symbol "MRK PR B".

Merck has appointed Wells Fargo Shareowner Services as agent to exchange the Schering-Plough common stock for merger consideration and as conversion agent for the 6.00% Mandatory Convertible Preferred Stock. Schering-Plough registered shareholders with questions regarding the exchange of Schering-Plough common stock for merger consideration or the conversion of the 6.00% Mandatory Convertible Preferred Stock should contact Wells Fargo Shareowner Services at (800) 522-9114.

Additional information regarding the exchange of Schering-Plough common stock for merger consideration will also be mailed to registered holders of Schering-Plough common stock.