Merck KGaA: Merck Reaches Agreement on Recommended Cash Offer for AZ Electronic Materials to Strengthen Performance Materials Division
Merck KGaA / Key word(s): Mergers & Acquisitions/Acquisition
05.12.2013 08:00
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Merck Reaches Agreement on Recommended Cash Offer for AZ Electronic
Materials to Strengthen Performance Materials Division
Merck, a global pharmaceutical, chemical and life science company, today
announced an agreement with the Board of Directors of AZ Electronic
Materials (AZ) regarding a recommended cash offer for the entire share
capital of AZ to further expand Merck's materials and specialty chemicals
business by adding a globally leading premium supplier of high-tech
materials for the electronics industry.
According to the terms of the agreement, Merck is offering GBpence 403.5
per share of AZ in cash, valuing AZ at around GBP 1.6 billion (around EUR
1.9 billion). The offer represents a premium of around 41% over the 3-month
volume-weighted average share price of AZ. The Board of Directors of AZ
intends to recommend that the company's shareholders accept the offer and
the directors have irrevocably undertaken to tender their own shares
(representing approximately 0.7% of the issued share capital of AZ). The
acquisition will be 100 percent financed by existing cash resources.
The successful completion of the transaction is among others conditional
upon antitrust clearance as well as a minimum acceptance level of 95% of
the share capital.
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Information and Explaination of the Issuer to this News:
IMPORTANT NOTE
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE (IN WHOLE OR IN PART) DIRECTLY
OR INDIRECTLY IN, INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
This ad hoc announcement is not intended to, and does not, constitute or
form part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise. The Offer will be made
solely by means of the offer document and the accompanying form of
acceptance, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any response to the
Offer should be made only on the basis of information contained in the
offer document.
The distribution of this announcement in jurisdictions other than the
United Kingdom or the United States and the availability of the Offer
to AZ Shareholders who are not resident in the United Kingdom or the
United States may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom or the United States or AZ Shareholders
who are not resident in the United Kingdom or the United States will
need to inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any
such jurisdiction. Further details in relation to overseas shareholders
are contained in the Offer Document.
The Offer is not being, and will not be, made, directly or indirectly,
in or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any facility
of a national state or other securities exchange of any jurisdiction
(including but not limited to, Canada, Australia and Japan) where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the Offer is
sent or made available to AZ Shareholders in such jurisdiction (a
Restricted Jurisdiction), and will not be capable of acceptance by any
such use, means, instrumentality or facility or from within any
Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, agents, nominees, custodians and trustees)
must not distribute, send or mail it in, into or from such jurisdiction.
Any person (including, without limitation, any agent, nominee or trustee)
who has a contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any other
related document to a jurisdiction outside the United Kingdom or the United
States should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
05.12.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Merck KGaA
Frankfurter Str. 250
64293 Darmstadt
Germany
Phone: +49 (0)6151 72 - 3321
Fax: +49 (0)6151 72 - 913321
E-mail: investor.relations@merckgroup.com
Internet: www.merck.de
ISIN: DE0006599905
WKN: 659990
Indices: DAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX; London, SIX
End of Announcement DGAP News-Service
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