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Merck Announces Initial Public Offering of Common Stock in Medco Health Solutions, Inc.
WHITEHOUSE STATION, N.J., Merck & Co., Inc. today announced the initial public offering of up to 46,700,000 shares of common stock of its wholly owned subsidiary, Medco Health Solutions, Inc. Merck will offer these shares as a selling stockholder and Goldman, Sachs & Co. and J.P. Morgan Securities Inc. will have the option to purchase up to an additional 7,005,000 shares from Merck to cover over-allotments, if any. The initial public offering price per share is estimated to be between $22.00 and $24.00.

Upon completion of the offering, Merck will continue to own at least 80.1 percent of Medco Health Solutions' common stock. Merck subsequently intends to divest itself of the remaining equity interest in Medco Health Solutions in a transaction intended to be tax-free to Merck and Merck's U.S. shareholders. The distribution is expected to occur within 12 months of the initial public offering, subject to Merck's receipt of a favorable tax ruling from the Internal Revenue Service that its distribution of its shares of Medco Health Solutions' common stock to Merck shareholders qualifies as a tax-free distribution under the Internal Revenue Code and will be tax-free to Merck and its U.S. shareholders. The distribution will also be subject to other closing conditions.

Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. are joint book running lead managers for the offering. The public offering will be made only by means of a prospectus which may be obtained by writing or calling the underwriters: Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004 (212) 902-1000 and J.P. Morgan Securities, Inc., 277 Park Ave., New York, NY 10017 (212) 622-5219.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Medco Health Solutions, Inc., the nation's largest pharmacy benefits manager, managed over $29 billion in drug spend for its clients in 2001, helping them to control the cost and enhance the quality of prescription drug benefits they offer their 65 million members.

Merck & Co., Inc. is a leading 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.

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the cautionary statements in Item 1 of our Form 10-K for the year ended Dec. 31, 2001, and in our periodic reports on Form 10-Q and Form 8-K (if any) which we incorporate by reference.

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