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March 10, 2009

Rationale and Risks of Merck's $41 Billion Acquisition of Schering-Plough

Cliff Cramer
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Merck announced yesterday that it is acquiring Schering-Plough in a stock and cash deal valued at approximately $41 billion. The move follows Pfizer’s announcement in January that it will acquire Wyeth in a $68 billion deal (see blog post “Perspective on the Pfizer-Wyeth Merger”).

The rationales behind these acquisitions are similar. Both Pfizer and Merck are reacting to the industry’s perceived overcapacity on a global basis and are seeking to broaden their technology platforms. The companies each face slowing revenue growth as a result of the unique life cycle of prescription drugs (where sales of a major product can vanish in a matter of months upon patent expiration) and a downturn in the number of new drug approvals. Lastly, Pfizer and Merck see their respective horizontal mergers as significant opportunities for cost savings.

For Merck, the acquisition of Schering-Plough broadens its product line, research pipeline and technology platform (e.g., biologics) and creates a larger base so that no single product has a material impact on the company’s earnings or infrastructure. The acquisition will also allow Merck to “smooth” earnings post 2010 when the patents on two of its main drugs, Cozaar and Singular, expire. In addition, Merck can consolidate the joint venture it has with Schering around blockbuster cholesterol-lowering drugs Vytorin and Zetia for more effective decision making.

The transaction raises a number of questions, however. First, there is an inherent integration risk complicated by Merck’s relative lack of experience in orchestrating these large transactions and the ongoing integration of Schering’s earlier acquisition of Organon. Merck is also betting on the strength of Schering’s research and technology platform and promise of its pipeline. There also may be questions involving Schering’s arrangement with Johnson & Johnson around Remicade and its follow-on a rheumatoid arthritis drug (hence the rationale for the reverse merger) — plus there is growing competition in that category. The ability for Merck to reignite growth of the Vytorin/Zetia franchise also will be a challenge. Lastly, the new combined entity remains reliant on the global prescription drug sector that faces increased challenges and threats.

Bottom line: the deal can be viewed as a logical response to an industry that has overcapacity, unique (and now shorter) product life cycles, and slowing top-line growth. Merck and Schering-Plough have largely complementary therapeutic and product portfolios and technology platforms, and have been working together for years through the Vytorin/Zetia joint venture. The key questions relate to execution risk, i.e., Merck’s ability to integrate without major disruptions to its business, and whether this transaction will materially improve Merck’s longer-term growth prospects.

However, the transaction shows Merck management is willing to take bold action in seeking to strengthen the company in the face of an increasingly challenging and competitive environment.

Photo courtesy of Schering-Plough