Darmstadt, Germany, February 6, 2014 – Merck KGaA, Darmstadt, Germany, a global pharmaceuticals and chemicals company, today announced that as of 1 p.m. (GMT) on February 5, 2014 shareholders representing 56.48% of the share capital of AZ Electronic Materials (AZ) had accepted the company’s recommended cash offer for AZ.
Merck KGaA, Darmstadt, Germany, on December 5, 2013, announced that it was offering GBpence 403.5 per share of AZ in cash, with the successful completion of the transaction being conditional among others upon antitrust clearances as well as a minimum acceptance level of 95% of the share capital. Merck KGaA, Darmstadt, Germany, today extended the offer period to February 18, 2014.
Merck KGaA, Darmstadt, Germany, also announced that in addition to the US antitrust clearance announced on January 23, 2014, in the meantime the German Federal Cartel Office has granted early clearance with effect from February 5, 2014 and the Taiwan Fair Trade Commission has granted early clearance with effect from January 24, 2014. All other antitrust filings have been initiated and are proceeding in the normal course, including in China where Phase 1 of the review by the Ministry of Commerce of the People’s Republic of China was initiated on January 29, 2014 and will end on February 28, 2014.
Please see offer website for full RNS (Regulatory Newswire Statement).
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 accompanying form of acceptance, 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.
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.