Darmstadt, Germany, April 18 – Merck KGaA, Darmstadt, Germany, a leading company for innovative and top-quality high-tech products in the pharmaceutical and chemical sectors, today announced that the timetable of its recommended cash offer for AZ Electronic Materials (AZ) has been extended by another two weeks as antitrust clearance by the Ministry of Commerce of the People’s Republic of China (MOFCOM) is pending.

Discussions with MOFCOM are continuing, and Merck KGaA, Darmstadt, Germany, is focusing its efforts on obtaining Chinese antitrust clearance as quickly as possible. Since the previous announcement was issued on March 14, 2014, MOFCOM has raised certain specific concerns that Merck KGaA, Darmstadt, Germany, is working with the Chinese authorities to address. The company is confident that there will be a satisfactory explanation or solution to these concerns. The timetable will be extended until 1 p.m. (London time) on May 2, 2014.

“We are committed to completing our offer for AZ as quickly as possible,” said Karl-Ludwig Kley, Chairman of the Executive Board of Merck KGaA, Darmstadt, Germany. “Whilst Merck KGaA, Darmstadt, Germany, is confident that the concerns raised by MOFCOM are addressable, it is important for the stakeholders of both companies that we follow the appropriate procedure in China for receiving clearance from MOFCOM. We are actively engaged in discussions with MOFCOM and we trust in the Chinese authorities that our constructive discussions will lead to a timely and satisfactory solution for all parties involved.”

At 1:00 p.m. (London time) on April 18, 2014, Merck KGaA, Darmstadt, Germany, had received valid acceptances of the offer in respect of 257,241,143 AZ shares, representing approximately 67.53 percent of the existing issued share capital of AZ. As already announced on March 14, Merck KGaA, Darmstadt, Germany, will lower the acceptance threshold for the offer from 95 percent to 75 percent if the offer condition related to Chinese antitrust clearance is satisfied. Apart from China, the necessary antitrust clearances in Germany, Japan, Taiwan and the United States have already been granted.

On December 5, 2013, Merck KGaA, Darmstadt, Germany, announced that it had reached an agreement with the AZ board regarding a recommended cash offer for AZ, the strategic rationale of which is to further expand the company’s materials and specialty chemicals business by adding a globally leading premium supplier of high-tech materials for the electronics industry.

Please see offer website for full RNS 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.