Press Release Source: Lockridge Grindal Nauen P.L.L.P.


Lockridge Grindal Nauen Announces Class Action Lawsuit Against Merck & Co., Inc. -- MRK
Friday November 19, 12:28 pm ET


MINNEAPOLIS, Nov. 19, 2004 (PRIMEZONE) -- Lockridge Grindal Nauen P.L.L.P. commenced a class action lawsuit in the United States District Court for the Eastern District of Pennsylvania on behalf of all persons or entities who purchased or otherwise acquired Merck & Co., Inc. (NYSE:MRK - News) (``Merck'' or the ``Company'') securities, including common stock, between October 30, 2003 and September 29, 2004, inclusive, and who suffered damages.
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The Complaint alleges that Merck failed to disclose material information during the Class Period concerning the safety of its arthritis drug Vioxx, and that a growing body of evidence demonstrated that patients who used the drug for more than 18 months were exposed to an increased risk of heart attack.

On September 30, 2004, the Company announced that it was immediately withdrawing Vioxx from the market after a data safety monitoring board, overseeing a long-term study of the drug, recommended that the study be halted because of an increased risk of serious cardiovascular events among members of the study group. The Company's sudden decision to withdraw Vioxx was in stark contrast to its prior public announcements touting the safety of Vioxx and other public disclosures by the Company and its representatives that specifically refuted criticism of the drug lodged by respected clinicians.

The Company's withdrawal of Vioxx on September 30, 2004, came only one month after the Company issued a press release refuting reputable clinicians' criticisms of Vioxx and its safety profile and on the heels of the Company obtaining approval to market the drug for the treatment of juvenile arthritis and migraines.

In addition to frightening millions of people who were misled and used Vioxx despite these serious risks, the announcement caused the Company's common stock to plummet during September 30, 2004 trading by approximately 25%, or $12 per share. The resulting market capitalization loss was a staggering $26 billion.

Plaintiffs are represented by the law firm of Lockridge Grindal Nauen P.L.L.P. The firm has considerable experience in prosecuting securities class actions, has extensive experience representing shareholders in class actions, and has successfully recovered billions of dollars for defrauded investors and shareholders. The reputation and expertise of the firm in shareholder and other class action litigation have been repeatedly recognized by courts, which have appointed the firm to major positions in complex multi-district and consolidated litigations. Lockridge Grindal Nauen P.L.L.P. has offices in Minneapolis and Washington, D.C.

If you purchased Merck securities (including shares of its common stock, debt instruments, call options, and/or sold put options) you have until November 30, 2004 to participate in the case and ask the Court to appoint you as one of the lead plaintiffs for the Class. Your ability to share in any recovery is not affected by the decision whether or not to serve as a lead plaintiff. You may retain Lockridge Grindal Nauen, or other counsel of your choice, to serve as your counsel in this action.

If you have any questions about how you may be able to recover for your losses, or if you would like to consider serving as one of the lead plaintiffs in this lawsuit, please call or write:


Karen Hanson Riebel, Esq.
Lockridge Grindal Nauen P.L.L.P.
100 Washington Avenue South
Suite 2200
Minneapolis, MN 55401
(612) 339-6900
khriebel@locklaw.com

More information on this and other class actions can be found on the Class Action Newsline at http://www.primezone.com/ca.



Contact:

Lockridge Grindal Nauen P.L.L.P.
Karen Hanson Riebel, Esq.
100 Washington Avenue South
Suite 2200
Minneapolis, MN 55401
(612) 339-6900
khriebel@locklaw.com


--------------------------------------------------------------------------------
Source: Lockridge Grindal Nauen P.L.L.P.

Hey maura how you doing? -will have to wait and see how much damage is done,law suits etc.

So what are you up to?-might give you a call later on that other matter-have sent you e-mail.JT still in but might step out!

Later
ep

Hey EP - tx for the response on MRK - will continue to watch closely. Also, sorry I missed your call yesterday - try today if you can.

M

maura2e-can't call at the mo-maybe later.
ep

OUR TAKE

Merck Execs Circle the Wagons
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By Rich Smith
November 30, 2004

It wasn't that long ago that pharmaceutical giant Merck (NYSE: MRK) was rumored to be looking to plug holes in its drug pipeline by buying out a competitor such as Schering-Plough (NYSE: SGP). Now that Merck has itself come down with a severe case of Vioxx-itis, however, the rumors are swinging the other way.


According to a MarketWatch (Nasdaq: MKTW) story published yesterday, industry analysts are hypothesizing that Merck may find itself an acquisition target of peers such as GlaxoSmithKline (NYSE: GSK) or Novartis (NYSE: NVS). Good news for Merck shareholders? Apparently not, as the company's stock price hardly budged (actually falling a bit) on the news. Ordinarily, when a company is rumored to be a takeover target, its stock price spikes in anticipation of a premium buyout offer. That was the case last week, when news spilled that education company DeVry (NYSE: DV) was in an unidentified acquirer's sights. And the week before as well, when the rumor broke that TheStreet.com (Nasdaq: TSCM) was being stalked.


Not so with Merck, which remains a Motley Fool Income Investor recommendation. It's strange when you think about it, with Merck still 44% off its 52-week high. There would seem to be at least some room for an acquirer to buy this company at a premium to its price yet still at a discount to its intrinsic value. Perhaps the answer lies, then, in shareholder anger at the other news from yesterday: a filing that Merck made with the Securities and Exchange Commission, announcing that in anticipation of a possible hostile takeover, its executives are taking all possible measures to protect... themselves.


That's right, Merck shareholders. The guys who who've helped to drop the price of your shares from $90 to $28 in four short years, when faced with the consequences of their actions, have elected to knit themselves a set of first-class golden parachutes, while asking lower-level employees and shareholders to sit quietly and wait for events back in coach. Should Merck experience a "change in control," about 230 senior-level managers (less than one half of one percent of all Merck employees) will receive the right to resign "for good reason" and take a severance package ranging from one and a half times to three times their annual base salary and "target bonus amount." Plus pension benefits. Plus health benefits. Plus immediate vesting of stock options.


Pretty nice deal for the executives, and it should indeed achieve Merck's stated objective of "avoiding the distraction and loss of key management personnel." But as for inspiring the 63,000-odd parachuteless Merck employees, and for reassuring investors that Merck puts its shareholders' interests first, the plan leaves something to be desired.

For more on how Merck reached its present state, read:

Merck's Silver Lining
Merck Is Down But Not Out
Got Merck?
Merck's Headache
Merck Chokes Back Vioxx

Merck Gets Defensive

By TSC Staff
11/29/2004 8:33 AM EST





After a 40%-plus decline in its stock price, growing unease in its executive corps and ample speculation about the company's future following its damaging recall of Vioxx, beleaguered drugmaker Merck (MRK:NYSE - news - research) is getting defensive by adopting a severance plan for some two-dozen top managers.

In a Securities and Exchange Commission filing, Merck said the plan is "part of its ongoing, periodic review of its compensation and benefits programs," adding it is also intended to avoid "the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes."

The severance plan would become operative under a "change of control" at the company, based on various circumstances, which include a merger or acquisition.

The plan provides severance benefits "upon qualifying terminations of employment in connection with or within two years following a change in control of the company." The plan covers 230 employees, including members of the company's management committee and other vice president-level managers.

Under the plan, employees would receive salary and bonus payouts, as well as continued benefits and other financial and service perks.

The plan makes Merck a less attractive and more expensive takeover target, but also makes it more costly if and when competitors poach its employees.

Shares rose 23 cents, or 0.8%, to $27.93 in premarket trading Monday