Merck KGaA Offer Update (2506G)

TIDMMRK TIDMAZEM

RNS Number : 2506G

Merck KGaA

02 May 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 
 For immediate release   2 MAY 2014 
 

RECOMMENDED CASH OFFER

for

AZ Electronic Materials S.A.

by

Merck 15. Allgemeine Beteiligungs-GmbH

Darmstadt, Germany

an indirect wholly owned subsidiary of

Merck KGaA

Darmstadt, Germany

Offer update and notice of delisting and cancellation of trading of AZ Shares

On 5 December 2013, the boards of Merck KGaA, Darmstadt, Germany (Merck) and AZ Electronic Materials S.A. (AZ) announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of AZ (the Offer). The Offer is made by Merck 15. Allgemeine Beteiligungs-GmbH (Bidco), an indirect wholly-owned subsidiary of Merck. The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was issued by Bidco on 20 December 2013 (the Offer Document).

On 30 April 2014, Merck announced that all Conditions relating to antitrust had been satisfied and that the latest date by which the Offer could become or be declared unconditional as to acceptances was 14 May 2014.

Level of acceptances

As at 3.00 p.m. (London time) on 2 May 2014, Bidco had received valid acceptances of the Offer in respect of 309,628,985 AZ Shares, representing approximately 81.28 per cent. of the existing issued share capital of AZ. As at 3.00 p.m. (London time) on 2 May 2014, Bidco had purchased 150,000 AZ Shares, representing approximately 0.04 per cent. of AZ's fully diluted share capital.

Accordingly, as at 3.00 p.m. (London time) on 2 May 2014, Bidco had purchased or received valid acceptance in respect of a total of 309,778,985 AZ Shares, representing approximately 81.32 per cent. of the existing share capital of AZ, which Bidco may count towards the satisfaction of the Acceptance Condition to the Offer. Therefore, the Acceptance Condition has now been satisfied and the Offer has become unconditional as to acceptances.

Before the announcement of the Offer on 5 December 2013, Bidco had received irrevocable undertakings from AZ Directors who (or whose close family) hold AZ Shares in respect of, in aggregate, 2,735,070 AZ Shares issued or subject to options and/or awards, representing approximately 0.705 per cent. of AZ's fully diluted share capital. As at 3.00 p.m. on 2 May 2014, Bidco had received acceptances pursuant to these undertakings in respect of 1,147,062 AZ Shares in issue, representing approximately 0.301 per cent. of AZ's fully diluted share capital, and such acceptances are included in the total number of valid acceptances referred to above. AZ Shares subject to options and/or awards granted to AZ Directors under the AZ Share Plans remain subject to irrevocable undertakings. Such options and/or awards are expected to be exercised upon the Offer becoming wholly unconditional and, assuming the exercise and/or vesting of all such options and/or awards, represent 1,108,016 AZ Shares (approximately 0.291 per cent. of AZ's fully diluted share capital).

As the Acceptance Condition has been satisfied, and no other Conditions to the Offer remain outstanding, the Offer is now unconditional in all respects.

The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given before the closing of the Offer to those AZ Shareholders who have not at the date of that notice accepted the Offer.

Delisting and cancellation of trading

As set out in the Offer Document, as the Offer has become unconditional in all respects and Bidco has received valid acceptances under the Offer in respect of issued share capital representing at least 75 per cent. of the voting rights of AZ, Bidco intends to procure the making of an application by AZ for the cancellation, respectively, of the trading of AZ Shares on the London Stock Exchange's main market for listed securities (the Main Market) and of the listing of AZ Shares on the premium segment of the Official List of the Financial Conduct Authority (the Official List).

The cancellation of listing of AZ Shares on the Official List and admission to trading of AZ Shares on the Main Market is expected to take effect on or around 3 June 2014, being 20 Business Days from the date of this announcement. Such cancellation of listing and admission to trading will significantly reduce the liquidity and marketability of any AZ Shares and/or AZ DIs not assented to the Offer.

Compulsory acquisition

As set out in the Offer Document, if Bidco receives valid acceptances under the Offer such that it holds AZ Shares representing not less than 95 per cent. of: (i) the capital carrying voting rights in AZ; and (ii) the voting rights in AZ, Bidco intends, under the supervision of the Commission de Surveillance du Secteur Financier (being the supervisory authority in Luxembourg) to exercise its compulsory acquisition right pursuant to the Luxembourg law governing takeover bids. Pursuant to such compulsory acquisition right, Bidco may acquire compulsorily the remaining AZ Shares in respect of which the Offer has not been accepted.

Actions to be taken

AZ Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

If you are a holder of AZ Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document.

If you are a holder of AZ DIs (in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf in accordance with the instructions set out in the Offer Document. If you are a CREST-sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

The Offer Document and a specimen Form of Acceptance are available on Merck's website at www.merckgroup.com and on AZ's website at www.azem.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Capita Asset Services, on 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday.

Unless otherwise stated, terms used in this announcement have the same meaning as given to them in the Offer Document.

Enquiries

 
 Merck KGaA                      [phone] 
 Constantin Fest 
  Annett Weber 
 
 Bank of America Merrill 
  Lynch 
  (Financial adviser to Merck 
  and Bidco)                     [phone] 
 Adrian Mee 
  Michael Findlay 
  Peter Brown 
  Geoff Iles 
 
 

Further information

Merrill Lynch International (BofA Merrill Lynch), a subsidiary of Bank of America Corporation, is acting exclusively for Merck and Bidco in connection with the Offer and for no one else and will not be responsible to anyone other than Merck and Bidco for providing the protections afforded to its clients or for providing advice in relation to the Offer.

This 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 is made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains 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. AZ Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This announcement has been prepared for the purpose of complying with English law, the Code and Luxembourg law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Luxembourg.

Overseas jurisdictions

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 Restricted Jurisdiction, and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.