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Merial and Intervet/Schering-Plough Combine


March 9, 2010
By Canadian Poultry

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March 9, 2010 – Sanofi-aventis announced March 9 that it has exercised its option to combine Merial with Intervet/Schering-Plough, Merck's Animal Health business.

March 9, 2010 – Sanofi-aventis announced, in a news release, that it has exercised its option to combine Merial with Intervet/Schering-Plough, Merck's Animal Health business.

The new joint venture will be equally-owned by Merck and sanofi-aventis. The formation of this new animal health joint venture is subject to execution of final agreements, antitrust review in the United States, Europe and other countries and other customary closing conditions. The completion of the transaction is expected to occur in approximately the next 12 months.

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"The upcoming combination of Merial and Intervet/Schering-Plough is an exciting opportunity for sanofi-aventis to create with Merck a leading company in the Animal Health strategic and growing sector," said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. "I am convinced that, together, we will create strong value in bringing broader and improved offerings in both pet and production animal segments. This transaction represents another consistent milestone in our diversification strategy to bring sustainable growth to sanofi-aventis."

"Merck has been in the animal health business for well over six decades and through this new joint venture, we will bolster our diverse portfolio and create a new global competitor poised for growth," said Richard T. Clark, Merck Chairman, President and Chief Executive Officer. "This new joint venture delivers on Merck's commitment to customer focus by creating one of the broadest portfolios of animal health products and services in pharmaceuticals and biologics for millions of customers who include farmers, veterinarians and pet owners. The planned joint venture will have an attractive geographical network of global technology and expertise to provide health solutions based on customers' needs, which often vary regionally."

The entreprise value of Merial has been fixed at $8 billion and the entreprise value of Intervet/Schering-Plough at $8.5 billion, leading to a true-up payment of $250 million to Merck to establish a 50/50 joint venture. An additional amount of $750 million will be paid by sanofi-aventis, as per the terms of the agreement signed on July 29, 2009. All payments, including adjustments for debt and certain other liabilities will be made upon closing of the transaction. This new joint venture will offer a broader portfolio of animal health products and services in pharmaceuticals and biologics, as well as the ability to capitalize on growth opportunities in all fields and countries around the world.

The worldwide animal health market reached $19 billion in 2008. Products for companion animals accounted for 40 percent of total sales while products for production animals accounted for the remaining 60 percent of total sales. This market is expected to grow at around 5 percent per year over the next 5 years, driven by a growing demand for animal proteins, as well as a strong consumer needs for companion animal health care.

The companies said that both Merial and Intervet/Schering-Plough will continue to operate independently until the closing of the transaction.

About Intervet/Schering-Plough

Intervet/Schering-Plough Animal Health, based in Boxmeer, the Netherlands, is focused on the research, development, manufacturing and marketing of animal health products. The company offers customers one of the broadest, animal health portfolios, spanning products to support performance and to prevent, treat and control disease in all major farm and companion animal species. Intervet/Schering-Plough Animal Health is a fully owned business unit of Merck & Co., Inc., based in Whitehouse Station NJ, USA. For more information about Intervet/Schering-Plough Animal Health visit: www.intervet.com and www.merck.com.

About Merial

Merial is a world-leading, innovation-driven animal health company, providing a comprehensive range of products to enhance the health, well-being and performance of a wide range of animals. Merial employs approximately 5,700 people and operates in more than 150 countries worldwide. Formed in 1997, Merial is a leading animal health company that was a 50/50 joint venture between Merck and sanofi-aventis and is now a wholly-owned subsidiary of sanofi-aventis, after Sanofi-aventis acquired Merck's interest in Merial for a cash consideration of $4 billion (US) in 2009. For more information, please see www.merial.com.