Fujifilm to Acquire Merck Biomanufacturing Network

Fujifilm Purchases Merck Contract Manufacturing and Service Subsidiaries Diosynth and MSD Billingham

Category:

Monday, February 28, 2011 12:01 am EST

Dateline:

TOKYO & WHITEHOUSE STATION, N.J.

Public Company Information:

NYSE:
MRK
"Fujifilm continues to build upon its ongoing commitment to delivering pharmaceutical business"

TOKYO & WHITEHOUSE STATION, N.J.--(BUSINESS WIRE)--FUJIFILM Corporation and Merck (NYSE:MRK), known as MSD outside the United States and Canada, today announced they have entered into a definitive agreement by which Fujifilm will acquire the Merck BioManufacturing Network, a leading provider of contract manufacturing and development services for the biopharmaceutical industry and wholly owned by Merck.

"Fujifilm continues to build upon its ongoing commitment to delivering pharmaceutical business," said Shigetaka Komori, president and chief executive officer of FUJIFILM Corporation. "This acquisition provides an important addition to our pharmaceutical business with diverse capabilities and technical expertise in production of protein therapeutics."

Under the terms of the agreement, Fujifilm will purchase all of the equity interests in two Merck subsidiaries (Diosynth RTP, LLC and MSD Biologics (U.K.) Limited) which together own all assets of the Merck BioManufacturing Network comprising facilities located in Research Triangle Park, North Carolina (Diosynth RTP, LLC) and Billingham, U.K. (MSD Biologics (U.K.) Limited); and including manufacturing contracts; business support operations and a highly skilled workforce. As part of the agreement with Fujifilm, Merck/ MSD has committed to certain continued development and manufacturing activities with these two companies. Financial details of the transaction were not disclosed.

"When Merck/ MSD combined its biopharmaceutical manufacturing services businesses in the United States and U.K. into the Merck BioManufacturing Network, we established one of the world's leading biopharmaceutical contract manufacturing organizations," said Willie A. Deese, executive vice president and president, Merck Manufacturing Division. “With this transaction, Merck/MSD becomes a key customer that will continue to benefit from the expertise and experience of the combined businesses in biologics development and manufacturing."

The effectiveness of the agreement is subject to the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, if applicable, as well as other customary closing conditions.

Merck/MSD Biomanufacturing Network

Merck/MSD Biomanufacturing Network was formed by the combination of MSD Biologics, based in Billingham, U.K. and Diosynth Biotechnology, based in Research Triangle Park, North Carolina, U.S.A. Merck BioManufacturing Network offers industry-leading cGMP contract manufacturing services for recombinant proteins, vaccines and monoclonal antibodies. The combined expertise enables customers to improve the cost-effectiveness and profitability of new therapies by providing fast-track progress into and through their clinical development program, validation and commercialization.

About FUJIFILM Corporation

FUJIFILM Corporation is one of the major operating companies of FUJIFILM Holdings. Since its founding in 1934, the company has built up a wealth of advanced technologies in the field of photo imaging, and in line with its efforts to become a comprehensive healthcare company, Fujifilm is now applying these technologies to the prevention, diagnosis and treatment of diseases in the Medical and Life Science fields. Fujifilm is also expanding growth in the highly functional materials business, including flat panel display materials, and in the graphic systems and optical devices businesses.

Fujifilm's corporate philosophy is: We will use leading-edge, proprietary technologies to provide top-quality products and services that contribute to the advancement of culture, science, technology and industry, as well as improved health and environmental protection in society. Our overarching aim is to help enhance the quality of life of people worldwide. Through its corporate philosophy, Fujifilm demonstrates its commitment to making a significant contribution to society. For more information, please visit http://www.fujifilm.com.

About Merck

Today's Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships that donate and deliver our products to the people who need them. For more information, visit www.merck.com.

Merck Forward-Looking Statement

This news release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the merger between Merck and Schering-Plough, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period; the impact of pharmaceutical industry regulation and health care legislation; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Merck's ability to accurately predict future market conditions; dependence on the effectiveness of Merck's patents and other protections for innovative products; the risk of new and changing regulation and health policies in the United States and internationally and the exposure to litigation and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Merck's 2009 Annual Report on Form 10-K and the company's other filings with the Securities and Exchange Commission (SEC) available at the SEC's Internet site (www.sec.gov).

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Contact:

Contacts
Merck
Media:
Ian R. McConnell, 908-423-3046
or
Investor:
Joe Romanelli, 908-423-5088
or
Fujifilm
Media:
Corporate Public Relations Division
pr_pharmaceuticals@fujifilm.co.jp
+81-3-6271-2000

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