(RTTNews) -  Tuesday, Pharmaceutical giant Merck & Co., Inc. (MRK: News ) and Schering-Plough Corp. (SGP), announced the closing of their merger, effective shortly after 4:00 PM ET today, pursuant to regulatory approval in China and Mexico. The companies will commence combined operations from November 4. Upon closing, Schering-Plough will change its name to Merck and its common stock will trade under the ticker symbol "MRK" on the NYSE.

On October 29, the merger proposal received approval from the U.S. Federal Trade Commission, the Swiss Competition Commission and the Canadian Competition Bureau. Earlier, on October 23, the proposed merger of Merck and Schering-Plough received anticompetitive clearance from the European Commission regulators.

In March, Merck agreed to buy Schering-Plough in a $41.1 billion stock and cash transaction. The deal terms provided Schering-Plough shareholders with 0.5767 shares of Merck and $10.50 in cash, and the aggregate consideration will comprise a combination of about 56% stock and 44% cash. Earlier in the month, both Merck and Schering-Plough shareholders approved the merger.

The 6.00% Mandatory convertible Preferred Stock of Schering-Plough will be converted to the common shares of the combined company at a conversion rate of 8.2021, until November 19. For each share of preferred stock converted during this period, the holder will receive $86.12 in cash and 4.7302 MRK common shares. Holders will also receive, for each share converted, a dividend make-whole payment of between $10.79 and $10.82, depending on the date of conversion.

Merck has appointed Wells Fargo Shareowner Services as agent to exchange the Schering-Plough common stock for merger consideration and as conversion agent for the 6.00% Mandatory Convertible Preferred Stock.
Merck is research-driven pharmaceutical company active in pharmaceuticals and vaccines, while Schering-Plough is a science-based healthcare company, active in human prescription pharmaceuticals, animal health and over-the-counter, consumer healthcare.

The estimated $41 billion cash-and-stock deal between Merck and Schering-Plough has been structured as a reverse merger. Under the reverse merger, Merck would technically become a wholly owned subsidiary of Schering even though it is Merck, which is acquiring Schering. The combined company will be headed by Merck chief executive officer Richard Clark.

The merger is expected to result in the creation of the second-largest drug company trailing Pfizer Inc. (PFE), which completed a $68 billion acquisition of Wyeth earlier this month.

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