Darmstadt, Germany, March 14 – Merck KGaA, Darmstadt, Germany, a leading company for innovative and top-quality high-tech products in the pharmaceutical and chemical sectors, today announced that it agreed to further extend the timetable of its recommended cash offer for AZ Electronic Materials (AZ). Accordingly, the offer to AZ shareholders has been extended until 1.00 p.m. (GMT) on April 18, 2014.
Since the date of the last announcement on February 28, the company has continued to have constructive dialogue with the Ministry of Commerce of the People’s Republic of China (MOFCOM) and expects to obtain Chinese antitrust clearance by April 18, 2014. In the meantime, MOFCOM’s review continues in the ordinary course. In light of the constructive discussions with MOFCOM, Merck KGaA, Darmstadt, Germany, does not expect that a further extension of the offer timetable will be required after April 18, 2014.
According to today’s agreement, the latest date by which the offer can become or be declared unconditional as to acceptances will be extended to the date 14 days after the earliest of either the granting of Chinese antitrust clearance, or April 18, 2014.
If the condition to the offer relating to Chinese antitrust clearance is satisfied, Merck KGaA, Darmstadt, Germany, will lower the acceptance threshold for the offer from 95 percent to 75 percent.
As at 1:00 p.m. (GMT) on March 14, 2014, Merck KGaA, Darmstadt, Germany, had received valid acceptances of the offer in respect of 244,673,095 AZ Shares, representing approximately 64.23 percent of the existing issued share capital of AZ.
Apart from China, the necessary antitrust clearances in Germany, Japan, Taiwan and the United States have 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.
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