Schering-Plough to Acquire Organon BioSciences

Schering-Plough to Acquire Organon BioSciences

March 12, 2007

Acquisition Builds Strength And Scale For The Long Term,
Adding Five Phase III Projects To Pipeline And Expanding
Human And Animal Biologics Capabilities


    KENILWORTH, N.J., March 12 /Xinhua-PRNewswire/ --
Schering-Plough Corporation (NYSE: SGP) today announced
that its Board of Directors has approved a transaction
under which Schering-Plough will acquire Organon
BioSciences N.V., the human and animal health care
businesses of Akzo Nobel N.V., for approximately ?11
billion in cash ($14.4 billion based on closing exchange
rate on March 9, 2007). The transaction, which is expected
to close by the end of 2007, is anticipated to be accretive
to Schering-Plough's earnings per share (EPS) by about 10
cents in the first full year, excluding purchase-accounting
adjustments and acquisition-related costs.

    "With this transaction we take another major step
in our Action Agenda to transform Schering-Plough into a
global high-performance company for the long term,"
said Fred Hassan, chairman and chief executive officer,
Schering-Plough.  "It is the right deal at the right
time as we accelerate into the Build the Base phase of our
transformation."

    "Organon BioSciences will be an excellent fit with
Schering-Plough - strategically, scientifically and
financially," said Hassan.  "It builds on our
growing strength in primary care, giving us immediate
access to central nervous system (CNS) and women's health
care products. The acquisition of Organon BioSciences also
fills a gap in our late-stage pipeline by adding five
compounds in Phase III development and a number of
promising projects in Phase II development.  And, we
believe that the two cultures are very much in tune." 
Added Hassan, "In addition, the acquisition of Organon
BioSciences enhances Schering-Plough's strength in human
and animal biologic products, including the potential to
develop human vaccines.  In light of Schering-Plough's
expanding early pipeline, Organon BioSciences's strong
biologics manufacturing capability is a further important
asset for the combined company.  With this acquisition,
Schering-Plough will become a leading animal health care
company, with premier biologics capabilities." 

    Organon BioSciences provides Schering-Plough with a
steadily growing base of products and businesses with
top-line sales of nearly $5 billion.  The pharmaceutical
business, Organon, had sales of  $3.4 billion in 2006
(based on closing exchange rate on March 9, 2007),
including leading products such as Follistim/Puregon, a
follicle-stimulating hormone for infertility;
Esmeron/Zemuron, a muscle relaxant; and NuvaRing and
Implanon for contraception. In addition, the animal health
business, Intervet, with sales of approximately $1.5
billion in 2006, is one of the top three animal health care
companies globally, with products treating a broad array of
animals and disease states. 

    Financially, Schering-Plough expects the transaction to
be accretive in the first full year, excluding
purchase-accounting adjustments and acquisition-related
costs.  Schering-Plough expects to achieve annual synergies
of $500 million; it will take three years from the closing
to reach this level of synergies.  Schering-Plough will
finance the acquisition through a mix of cash, debt and
equity. 

    "Given the complementary nature of our businesses
and the track record of Schering-Plough's management team
in executing transformational change, we expect a smooth
and efficient transition that will allow us to unlock more
value from the Organon BioSciences products and pipeline
than would have been possible on a stand-alone basis,"
said Hassan.  "We have great respect for the talented
people of Organon BioSciences and look forward to working
together as we continue on our path toward building a new
kind of health care company," he added.

    Commenting on today's announcement, Hans Wijers, chief
executive officer, Akzo Nobel, said: "The sale of
Organon BioSciences is a major milestone in the history of
Akzo Nobel.  It is a fundamental step towards our goal of
creating a focused international industrial player. At the
same time, we are convinced that we have found a good home
for Organon BioSciences.  While an independent future also
offered potentially exciting possibilities, the partnership
with Schering-Plough, one of the world's leading
pharmaceutical companies, will give more scope to develop
the unique capabilities of Organon BioSciences.  We believe
that this transaction delivers significant value for our
shareholders, and also takes into account the interests of
our stakeholders."

    In addition to the currently marketed products, Organon
BioSciences currently has five compounds in Phase III
development, including:

    -- Asenapine, a novel psychopharmacologic agent for
the
       treatment of patients with schizophrenia and acute
mania
       bipolar disorder;
    -- Sugammadex, for the reversal of neuromuscular
blockade
       induced during surgical procedures;
    -- NOMAC/E2, an oral contraceptive product containing
       nomegestrol acetate, a novel progesterone, and
estriadiol,
       a natural estrogen;
    -- ORG36286, a long-acting recombinant
follicle-stimulating
       hormone for infertility; and 
    -- Esmirtazapine (ORG50081), for the treatment of
insomnia and
       potentially for hot flashes in menopausal women.

    Organon's research and manufacturing facility in Oss,
the Netherlands, will be the center of Schering-Plough's
global gynecology and fertility activities, while Organon's
neuroscience research will continue in Newhouse, Scotland. 

    On the animal health side, this acquisition creates a
leading animal health business based on 2006 sales.  The
businesses are strong and complementary.  Intervet's
products include Nobivac, a range of canine vaccines;
Panacur, a de-wormer; Bovilis, a bovine biological for
disease control and eradication; and Nobilis, a poultry
vaccine to keep flocks free from infectious disease. 
Schering-Plough Animal Health has a strong business in
treatments for cattle and companion animals, including
products such as NUFLOR, an antibiotic for cattle, swine
and fish; BANAMINE, an anti-inflammatory for cattle, horses
and swine; and OTOMAX, a canine otic ointment. 
Schering-Plough Animal Health and Intervet will continue to
operate at their existing locations. While maintaining the
strong pharmaceutical leadership team and competencies in
the United States, Boxmeer, the Netherlands, will become
the headquarters of the global animal health business. 

    The transaction is subject to certain closing
conditions, including regulatory approvals.  Shareholder
approval is not required for the transaction to be
consummated by either Akzo Nobel or Schering-Plough.  The
parties have committed to execute a fully negotiated share
purchase agreement upon completion of customary
consultation procedures in the Netherlands, including with
social partners. 

    Goldman Sachs & Co. acted as financial advisor to
Schering-Plough, and Morgan Stanley acted as financial
advisor to Akzo Nobel in this transaction. 
 
    Conference Call Information

    Schering-Plough will host a conference call today,
Monday, March 12, 2007 at 8:30 a.m. EDT to discuss the
transaction.  To listen live to the call, dial
1-877-565-9664 or 1-706-634-5003 and enter conference ID #
2570382. A replay of the call will be available starting at
approximately 11:30 a.m. on Monday, March 12, through 5 p.m.
on Wednesday, April 11, 2007. To listen to the replay, dial
1-800-642-1687 or 1-706-645-9291 and enter the conference
ID # 2570382.

    A live audio webcast of the conference call also will
be available on the Schering-Plough website at
http://www.schering-plough.com .  A replay of the webcast
will be available starting at approximately 11:30 a.m. on
Monday, March 12, through 5 p.m. on Wednesday, April 11,
2007.

    About Schering-Plough

    Schering-Plough is a global science-based health care
company with leading prescription, consumer and animal
health products. Through internal research and
collaborations with partners, Schering-Plough discovers,
develops, manufactures and markets advanced drug therapies
to meet important medical needs. Schering-Plough's vision
is to earn the trust of the physicians, patients and
customers served by its approximately 33,500 people around
the world. The company is based in Kenilworth, N.J., and
its Web site is http://www.schering-plough.com .

    About Organon BioSciences

    Organon BioSciences is a globally operating
biopharmaceutical company and wholly owned subsidiary of
Akzo Nobel that develops, manufactures and markets products
targeting selected therapeutic areas in human
pharmaceuticals and covering a wide range of species in
animal health.  The Company's products enjoy leading
positions in gynecology, infertility, selected areas of
anesthesia and animal health.  Organon Biosciences consists
of two operating units: Organon is the human pharmaceuticals
business and Intervet, the animal health business, is the
third largest animal health company.  Organon BioSciences
markets its products on a worldwide basis in over 130
countries.

    About Akzo Nobel

    Akzo Nobel is a global FORTUNE 500 company and is
listed on both the Euronext Amsterdam and NASDAQ stock
exchanges. It is also listed on the Dow Jones
Sustainability Indexes and the FTSE4Good Index.  Based in
the Netherlands, Akzo Nobel is a multicultural organization
serving customers throughout the world with human and animal
healthcare products, coatings, and chemicals. Akzo Nobel
employs around 61,500 people and conducts its activities in
four segments - human and animal health, coatings and
chemicals - subdivided into 13 business units, with
operating subsidiaries in more than 80 countries. 

    SCHERING-PLOUGH DISCLOSURE NOTICE: The information in
this press release and the comments of Schering-Plough
officers during the teleconference/webcast on March 12,
2007, beginning at 8:30 a.m. (EDT), may contain
"forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. 
Forward-looking statements do not relate strictly to
historical or current facts and are based on current
expectations or forecasts of future events.  You can
identify these forward-looking statements by their use of
words such as "anticipate," "believe,"
"could," "estimate,"
"expect," "forecast,"
"project," "intend," "plan,"
"potential," "will," and other similar
words and terms.  In particular, forward-looking statements
include statements relating to future actions, expected
synergies, ability to access the capital markets,
prospective products or product approvals, timing and
conditions of regulatory approvals, patent and other
intellectual property protection, future performance or
results of current and anticipated products, sales efforts,
research and development programs, growth strategy and
financial results.

    Actual results may vary materially from the company's
forward-looking statements and there are no guarantees
about the performance of Schering-Plough stock or
Schering-Plough's business. Schering-Plough does not assume
the obligation to update any forward-looking statement.  A
number of risks and uncertainties could cause results to
differ from forward-looking statements, including obtaining
regulatory approvals and satisfaction of other customary
closing conditions, inaccurate assumptions, market forces,
economic factors such as interest rate and exchange rate
fluctuations, the outcome of contingencies such as
litigation and investigations, product availability, patent
and other intellectual property protection, current and
future branded, generic or over-the-counter competition,
the regulatory process, and any developments following
regulatory approval, among other uncertainties.  For
further details of these and other risks and uncertainties
that may impact forward-looking statements, see
Schering-Plough's Securities and Exchange Commission
filings, including Item 1A, "Risk Factors" in the
company's 2006 10-K.


    For more information, please contact: 

    United States: 
     Rosemarie Yancosek
     Tel:   [phone]

    International: 
     Gail Thornton
     Tel:   [phone]

    Investor Contact: 
     Alex Kelly
     Tel:   [phone]