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SCHERING-PLOUGH

(SGP)
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SCHERING-PLOUGH : Reports Proposed Settlement in Litigation Involving Planned Merger with Merck

07/24/2009 | 08:35am EST

KENILWORTH, N.J., July 24 /PRNewswire-FirstCall/ -- Schering-Plough Corporation (NYSE: SGP) today reported a proposed settlement, subject to Court approval, to resolve litigation seeking to enjoin the planned merger with Merck & Co., Inc., and other forms of relief. The consolidated class action lawsuits, previously reported in the merger proxy statement/prospectus filed June 25, 2009, were filed in U.S. District Court for the District of New Jersey.

The proposed settlement, as more fully described in a Form 8-K being filed today, provides for Schering-Plough to make additional disclosures related to the proposed merger, which are contained in the Form 8-K. No damages would be paid by Schering-Plough in connection with this proposed settlement. The parties agreed that plaintiffs' counsel may apply to the Court for an award of attorneys' fees and costs, to be paid by Schering-Plough.

This settlement, if approved by the court, and the settlement announced by Merck today, will serve to resolve and release all claims that were or could have been brought by any shareholder of Schering-Plough or Merck challenging any aspect of the proposed merger, including any disclosures made in connection therewith. Schering-Plough said the proposed settlement is not in any way an admission of any wrongdoing or liability in connection with plaintiffs' allegations. The company said it agreed to settle the suit in order to avoid the further costs and inherent uncertainty of litigation.

Schering-Plough Disclosure Statement

This communication 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 resolution of litigation. Such statements are based upon the current beliefs and expectations of Schering-Plough's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements.

The Court not approving the settlement, among other factors, could cause actual results to differ from those set forth in the forward-looking statements. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Schering-Plough's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, the registration statement filed by Schering-Plough on June 16, 2009, the merger proxy statement/prospectus filed June 25, 2009, and Schering-Plough's other filings with the Securities and Exchange Commission (the "SEC") available at the SEC's Internet site (www.sec.gov).

Schering-Plough is an innovation-driven, science-centered global health care company. Through its own biopharmaceutical research and collaborations with partners, Schering-Plough creates therapies that help save and improve lives around the world. The company applies its research-and-development platform to human prescription, animal health and consumer health care products. Schering-Plough's vision is to "Earn Trust, Every Day" with the doctors, patients, customers and other stakeholders served by its colleagues around the world. The company is based in Kenilworth, N.J., and its Web site is www.schering-plough.com.

SOURCE Schering-Plough Corporation


ę PRNewswire 2009
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