Merck & Co. Inc. and Schering-Plough Corp. announced that their Boards of Directors have unanimously approved a definitive merger agreement under which Merck and Schering-Plough will combine, under the name Merck, in a stock and cash transaction, according to a Merck & Co. press release.

Merck Chairman, President and Chief Executive Officer Richard T. Clark will lead the combined company.

Upon closing of the transaction, Merck shareholders are expected to own approximately 68% of the combined company, and Schering-Plough shareholders are expected to own approximately 32%.  Merck anticipates that the transaction will be modestly accretive to non-GAAP EPS1 in the first full year following completion and significantly accretive thereafter.

"We are creating a strong, global healthcare leader built for sustainable growth and success," said Clark.  "The combined company will benefit from a formidable research and development pipeline, a significantly broader portfolio of medicines and an expanded presence in key international markets, particularly in high-growth emerging markets."