Merck & Co., Inc. Completes Spin-Off Of Medco Health Solutions, Inc.
WHITEHOUSE STATION, N.J.--(BUSINESS WIRE)--Aug. 20, 2003
Merck & Co., Inc. today announced that it has successfully completed the spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. of 100 percent of the outstanding shares of Medco Health Solutions Medco Health Solutions, Inc. (NYSE: MHS) is a leading pharmacy benefit manager (PBM) company based in Franklin Lakes, New Jersey. The current chairman is David Snow. The company formed in August 2003 as a spinoff from Merck & Co.. , Inc. common stock to Merck stockholders. Shares of Medco Health common stock have been distributed to Merck stockholders on the basis of 0.1206 Medco Health common shares for each Merck common share held on the record date, Aug. 12, 2003. As previously announced, the spin-off is structured as a tax-free distribution to Merck stockholders for U.S. federal tax purposes, except to the extent cash is received in lieu of fractional shares Fractional share
Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs.
Less than one share of stock, that is, one-third or one-half a share. .
"Together, Merck and Medco Health have enjoyed 10 years of growth and success. As a subsidiary of Merck, Medco Health grew to become the nation's leading pharmacy benefits management (PBM PBM - play by mail. See play by electronic mail. ) company, providing integrated prescription health care to 62 million Americans. Medco Health increased revenues from $2.2 billion in 1992 to $33 billion in 2002, and last year, filled or processed approximately 548 million prescriptions. By all measures, the acquisition of Medco Health by Merck has been highly successful," said Merck Chairman, President and Chief Executive Officer Raymond V. Gilmartin. "With the spin-off, the market now has the ability to value each entity as 'pure plays' in their respective industries. We believe that by establishing Merck and Medco Health as two separate companies, we will enhance the potential for success of both businesses and, as a result, increase shareholder value."
About Merck & Co., Inc.
Merck is a global research-driven pharmaceutical products and services company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health, directly and through its joint ventures. More information about Merck is available at www.merck.com.
About Medco Health Solutions, Inc.
Medco Health is the nation's leading provider of prescription healthcare services, based on $33 billion in sales in 2002. Medco Health had been a wholly owned and independently managed subsidiary of Merck and assists its clients to moderate the cost and enhance the quality of prescription drug prescription drug Prescription medication Pharmacology An FDA-approved drug which must, by federal law or regulation, be dispensed only pursuant to a prescription–eg, finished dose form and active ingredients subject to the provisos of the Federal Food, Drug, benefits provided to about 62 million Americans. More information about Medco Health is available at www.medcohealth.com.
Forward-Looking Statements forward-looking statement
A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
This press release contains "forward-looking statements" that involve a number of risks and uncertainties which may cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include factors detailed from time to time in Item 1 of our Form 10-K Form 10-K
A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.
See 10-K. for the year ended Dec. 31, 2002, in our periodic reports on Form 10-Q Form 10-Q
See 10-Q. and Form 8-K Form 8-K
The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.
See 8-K. (if any), which we incorporate by reference. Forward-looking statements in this press release should also be evaluated together with the disclosure regarding the spin-off of Medco Health contained in Medco Health's Form 10 Registration Statement, as amended, initially filed as of May 29, 2003.