[U: Wily CEO Frazier!] As Irony Would Have It…

Ahem. Go to the upper left corner search box on the main site, and put “Cox” in as a search term. Or Hassan. You will see hundreds of posts on the legacy of product launch failures, litigation and payouts detailed there — at long lost legacy Schering-Plough. [The same act (in broad strokes) took place at B+L, Pharmacia and Wyeth Labs, if memory serves — with almost all the same malefactors, to boot.]

In any event, history favors the ironic, this morning, it would seem (per the last lines of this PharmaLive article), as Carrie S. Cox is apparently going to be the non-executive chair of the SpinCo / NewCo Merck is forming to hold what I’ll call legacy Schering 2.0 assets (and perhaps more importantly, liabilities, in her case — see updated portion below).

I won’t drag the readership through the entire 2007 to 2010 saga at Schering-Plough. . . but suffice it to say [in my experienced opinion] she utterly failed in her fiduciary responsibilities to the company’ shareholders. She cravenly did “Fast” Fred Hassan’s dirty work — and then, she made off with around $44 million, all in, as the yard sale to Merck was closing. She and Fred left a well over $8 4 billion bar tab, in eventual arbitration losses, write-offs and federal securities class action litigation losses — which mother Merck had to absorb. [Of course, Mr. Hassan made off with nearly ten times that much, for cratering a once venerable public multinational pharma company — and in the process, decimating the shareholders’ net worth. Just to keep the bidding straight.]

. . . .Merck notes that the new company’s footprint will generate about 75% of sales outside the U.S. and have about 10,000 to 11,000 employees. It will likely be headquartered in New Jersey. . . .

Carrie Cox will be the new company’s chairman of the board. Cox was formerly chair of Array BioPharma, chief executive officer and chair of Humacyte, president of Global Pharmaceuticals at Schering-Plough, and executive vice president of Pharmacia Corporation and vice president of Women’s Health Care at Wyeth-Ayerst Laboratories.. . .

Now she’s to be the non-executive Chair of the spinoff? Color me. . . chagrined.

UPDATED: Mid morning — I guess one other way to look at it is to say that from mother Merck’s perspective — since the SpinCo will be “sent out” with around $9 billion in debt, the cash proceeds from which will be dividended back to mother Merck, pre-spin (and thus tax free), Ms. Cox will preside over a debt load that just about equals the losses she and Fred inflicted on Merck’s bar tab over the past decade or so. And Merck will have made back at least a goodly chunk of what it advanced, on their tabs — in fact, nearly. . . all of it. That’s the able lawyer, in Mr. Frazier — playing the long game — over a decade.

Q.: Will NewCo “siphon off” any of the existing Merck board members, as it goes? Perhaps Ms. Russo, the currently weakest board member, and also a former legacy Schering-Plough director? We shall see. End, update. I’m out — grinning at the shoveling ahead. . . .


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