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Archived — Competition Bureau resolves issues in merger of Merck and Schering-Plough

OTTAWA, October 29, 2009 — The Competition Bureau announced today that it has reached an agreement with Merck & Co., Inc. and Schering-Plough Corporation to resolve competition concerns with respect to their proposed merger.

This agreement follows a detailed review of the proposed transaction, during which the Bureau concluded that the merger would likely lead to a substantial lessening or prevention of competition in the supply of certain human and animal health products.

Under the terms of a Consent Agreement with the companies, Merck and Schering-Plough will divest to OPKO Health, Co., a human health product currently in development for the treatment of chemotherapy-induced and post-operative side effects. The divestiture is designed to protect future competition for the supply of products used in the treatment of these medical conditions.

The proposed merger also raised competition concerns in certain animal health markets as a result of the combination of Merck's interest in the animal health business of Merial Limited with the animal health operations of Schering-Plough. In order to address these concerns, Merck divested its interest in Merial to its joint venture partner, Sanofi-Aventis. The parties have agreed in the Consent Agreement that any contemplated future combination of the assets of Merial with the animal health business of the combined Merck/Schering-Plough entity would be subject to prior review and approval by the Competition Bureau.

"The Bureau is dedicated to protecting the competitiveness of pharmaceutical markets in Canada," said Melanie Aitken, Commissioner of Competition. "After an extensive review of this transaction, we are confident that the parties' commitments will remedy our concerns."

Mergers in Canada are subject to review by the Competition Bureau under the Competition Act to ensure that they will not result in a substantial lessening or prevention of competition. Over the course of its review, the Bureau cooperated closely with the U.S. Federal Trade Commission.

Once filed with the Competition Tribunal, the full text of the Consent Agreement will be available on the Tribunal's Web site.

The Competition Bureau is an independent law enforcement agency that contributes to the prosperity of Canadians by protecting and promoting competitive markets and enabling informed consumer choice.

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Telephone: 819-997-4282
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