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8-K - FORM 8-K - Merck & Co., Inc. | y88028e8vk.htm |
Exhibit 99.1
News Release | ||
FOR IMMEDIATE RELEASE
Media Contact:
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David Caouette | Investor Contact: | Alex Kelly | |||
(908) 423-3461 | (908) 423-5185 |
Merck Board Elects Kenneth C. Frazier as Next CEO;
Richard T. Clark to Continue as Chairman
Richard T. Clark to Continue as Chairman
New Roles Effective January 1, 2011
WHITEHOUSE STATION, N.J., Nov. 30, 2010 Merck (NYSE: MRK) today announced that its Board of
Directors has elected Kenneth C. Frazier, currently Mercks president, as chief executive officer
(CEO) and president, as well as a member of the board, effective January 1, 2011. Mr. Frazier will
succeed Richard T. Clark, who has served as Mercks CEO since 2005 and will continue as chairman of
the board. Merck said todays announcement is the result of a long-term, thoughtful succession
planning process led by Mr. Clark and the Board of Directors.
Mercks Board of Directors and I have great confidence in Ken as the right CEO to lead this
exceptional company into a new era of global health care, said Richard T. Clark, Merck CEO and
chairman. Ken has made considerable contributions to our business every step of the way during
his 18 years with Merck. His intellect, drive and deep understanding of our industry will greatly
benefit Merck and our mission of improving and saving lives through scientific innovation. Ken is
a gifted leader who has what it will take to ensure Mercks success as we face unprecedented change
and enormous opportunity.
Speaking on behalf of Mercks Board of Directors, William B. Harrison, lead director, said,
During the boards succession planning process, it became clear to us that Ken Frazier has the
strategic vision, operational experience and passion to lead Merck. Ken is a proven executive who
has played a key role in shaping Mercks business strategy. With his understanding of the global
health care environment, the board is confident in Kens ability to take the helm at Merck and
guide the continued implementation of our long-term strategy. Furthermore, thanks to the close
partnership Ken and Dick have developed over the last decade, we expect this leadership transition
to proceed smoothly and produce great results for Merck.
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Since his appointment as Mercks president in April, Mr. Frazier has focused on improving the
effectiveness of the companys three largest divisions pharmaceutical and vaccine sales and
marketing, research and development, manufacturing and supply and their post-merger integration.
Under his leadership, Merck has driven the growth of key products, expanded its global reach,
launched new products, and advanced a robust late-stage R&D pipeline. In his three years as
president of Global Human Health, Mr. Frazier helped design and implement a ground-breaking, new
global commercial sales model, maintained solid sales momentum during merger integration,
dramatically improved the divisions cost structure, and redeployed resources into high growth
emerging markets.
Commenting on his appointment as CEO, Mr. Frazier said, I consider it a privilege to serve
Merck in this capacity, and I am honored and excited about the opportunity. My immense respect for
the people of Merck only reinforces my strong optimism about our future. Merck employees truly are
our greatest advantage. As CEO, my responsibility will be to enable Merck colleagues to focus
their considerable talent, creativity and commitment on meeting the changing needs of our global
customers.
Looking ahead to a period of dramatic industry change, I also am fortunate to work with a
strong and deeply experienced group of senior management colleagues. I look forward to working
with Dick, the board and our executive team to ensure that Merck continues to operate with the
highest levels of integrity and scientific excellence, meeting the needs of patients worldwide and
building long-term value for our shareholders.
The board, Dick and I are aligned on our priorities, and the need to focus on sustainable
growth for the future. For Merck to be a leader in the future, we must continue to adjust our
operating model and achieve a level of transformation never before seen in our industry, Mr.
Frazier added.
As chairman, Mr. Clark will focus on leadership of the Board of Directors, provide strategic
counsel to Mr. Frazier, oversee the planned formation of Mercks joint venture in animal health
with sanofi-aventis and represent Merck with key external organizations.
Mr. Harrison said, We want to thank Dick for his exceptional leadership as CEO and
congratulate him for Mercks remarkable performance during the past five years. When Dick was
appointed CEO in 2005, the company was facing a number of significant challenges. The strategic
plan Dick put in place ultimately turned the company around and restored confidence in Mercks
future. In addition, Dick led the successful merger and integration of Merck and
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Schering-Plough, positioning the company as a stronger, more diversified global healthcare leader
for the future. The board looks forward to benefiting from Dicks continued contributions as
chairman.
It has been an honor to serve as Mercks CEO for the past five years, and to work with the
finest employees and management team in the industry, said Mr. Clark. Speaking both as CEO and
as an employee of 38 years, I am truly proud of our exceptional record of discovering and
developing medical breakthroughs for patients, our contributions to advancing health care around
the world and delivering value to shareowners. As chairman, I look forward to collaborating with
Ken and our Board of Directors to help Merck achieve new levels of success, he added.
Mr. Clark led the transformative $49 billion 2009 merger between Merck and Schering-Plough,
and under his leadership, the combined company has delivered a successful performance in its first
year, meeting all of its global integration and synergy goals. From 2008 to 2009, Mr. Clark served
as board chairman of the Pharmaceutical Research and Manufacturers of America (PhRMA), where he led
the industrys efforts to strengthen the groups marketing code, tighten direct-to-consumer
advertising principles and enhance the transparency of company interactions with physicians. After
being named CEO in 2005, Mr. Clark stabilized Merck by setting its strategic direction and oversaw
successful launches of innovative drugs like ISENTRESS® (raltegravir) Tablets,
GARDASIL® [Human Papillomavirus Quadrivalent (Types 6, 11, 16, and 18) Vaccine,
Recombinant] and JANUVIA® (sitagliptin). Prior to becoming president and CEO, Mr.
Clark was president of the Merck Manufacturing Division, with responsibility for Mercks global
network of manufacturing operations, information services and operational excellence organizations
worldwide.
Mr. Frazier continued, I also want to thank Dick, both for his mentorship and for the
confidence he has shown in me. On behalf of all Merck colleagues, Id like to express our
collective gratitude for the many contributions Dick has made to our company through his initiative
and guidance. Dicks vision and leadership have truly made Merck the global leader that it is
today. I am pleased to be able to continue my strong partnership with Dick as chairman, and to
continue to have the benefit of his counsel.
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ISENTRESS and JANUVIA are registered trademarks of Merck Sharp & Dohme Corp., a subsidiary of
Merck & Co., Inc. GARDASIL is a registered trademark of MERCK & CO., Inc. Whitehouse Station, NJ
08889, USA.
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About Kenneth C. Frazier
Kenneth C. Frazier has served as president of Merck since May 2010. In this role, Mr. Frazier
leads Mercks three major divisions: Global Human Health, Mercks pharmaceutical and
vaccine business; Merck Manufacturing Division, Mercks manufacturing and supply division;
and Merck Research Laboratories, Mercks research organization. Prior to being appointed
president, Mr. Frazier served as executive vice president and president, Global Human Health, from
2007 to 2010.
Mr. Frazier joined Merck in 1992 as vice president, general counsel and secretary of the Astra
Merck Group. He was elected vice president of public affairs in 1994 and in 1997, assumed the
additional responsibilities of assistant general counsel, corporate staff. Mr. Frazier was
promoted to vice president and deputy general counsel in January 1999. In December 1999, he became
senior vice president and general counsel. In this role, he oversaw Mercks legal and public
affairs functions and The Merck Company Foundation. In November 2006, he was promoted to executive
vice president and general counsel.
Mr. Frazier sits on the board of directors of Exxon Mobil Corporation, The Pennsylvania State
University and Cornerstone Christian Academy in Philadelphia, PA. Mr. Frazier also is a member of
the Council on Foreign Relations, the Council of the American Law Institute and the American Bar
Association. He received his bachelors degree from The Pennsylvania State University and holds a
J.D. from Harvard Law School.
About Richard T. Clark
Richard T. Clark is the chairman and chief executive officer of Merck. Mr. Clark previously
served as chairman, president and CEO until Mr. Fraziers appointment as president in April 2009.
Prior to becoming president and CEO, Mr. Clark held the position of president of the Merck
Manufacturing Division, with responsibility for Mercks global network of manufacturing operations,
information services and operational excellence organizations worldwide.
In a career spanning 38 years with Merck, Mr. Clark held a broad range of senior management
positions within the companys manufacturing organization. Mr. Clark joined Merck in 1972 as a
quality control inspector, and he progressed through a series of increasingly responsible roles in
the areas of production, new products planning, industrial engineering and management engineering,
becoming vice president, Materials Management and Management Engineering in 1991.
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In 1993, Mr. Clark was appointed vice president, Procurement and Materials Management. He
became vice president of North American Operations for the Merck Manufacturing Division in 1994 and
senior vice president in 1996. In 1997, he was appointed senior vice president of Quality and
Commercial Affairs. Later that year, Mr. Clark joined the
Merck-Medco Managed Care subsidiary as executive vice president and chief operating officer. He
later served as chairman, president and chief executive officer of the newly named Medco Health
Solutions, overseeing plans to prepare that organization to become a publicly traded company. He
returned to the Merck Manufacturing Division as president in June 2003.
From 2008 to 2009 he served as board chairman of the Pharmaceutical Research and Manufacturers
of America (PhRMA), which represents the countrys leading pharmaceutical research and
biotechnology companies.
Earlier this month Mr. Clark was named Executive of the Year 2010 by the prestigious Scrip
Awards.
Mr. Clark earned his bachelors degree in Liberal Arts from Washington & Jefferson College,
and his M.B.A. from American University.
About Merck
Todays 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 www.merck.com.
Merck and Schering-Plough merged in November 2009. In this news release, Merck refers to
the relevant pre- or post-merger entity, depending on context.
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. Such statements
may include, but are not limited to, statements about the benefits of the merger between Merck and
Schering-Plough, including future financial and operating results, the combined companys plans,
objectives, expectations and intentions and other statements that
are not historical facts. Such statements are based upon the current beliefs and expectations of
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Mercks management and are subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: the possibility that the expected synergies from the merger of
Merck and Schering-Plough will not be realized, or will not be realized within the expected time
period; the impact of pharmaceutical industry regulation and health care legislation; the risk that
the businesses will not be integrated successfully; disruption from the merger making it more
difficult to maintain business and operational relationships; Mercks ability to accurately predict
future market conditions; dependence on the effectiveness of Mercks patents and other protections
for innovative products; the risk of new and changing regulation and health policies in the U.S.
and internationally and the exposure to 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 Mercks
2009 Annual Report on Form 10-K and the companys other filings with the Securities and Exchange
Commission (SEC) available at the SECs Internet site (www.sec.gov).
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