Darmstadt, Germany, October 20, 2015 – Merck KGaA, Darmstadt, Germany, today announced that Sigma-Aldrich, the U.S. life science company it plans to acquire, agreed to sell parts of its solvents and inorganics business in Europe to Honeywell in fulfilment of commitments made to the European Union in order to win antitrust approval for its $17 billion acquisition of Sigma-Aldrich.
Merck KGaA, Darmstadt, Germany, has submitted the agreement with Honeywell to the European Commission, which has to approve the transaction in order for Merck KGaA, Darmstadt, Germany, to complete the acquisition of Sigma-Aldrich. The European Commission previously provided conditional approval for the acquisition of Sigma-Aldrich on June 15, 2015. Merck KGaA, Darmstadt, Germany, continues to expect closing until the end of November 2015 as announced on September 28, 2015.
“This is another key step towards completing the acquisition of Sigma-Aldrich. Teams at both Merck KGaA, Darmstadt, Germany, and Sigma-Aldrich have been working intensely on planning the integration of our two businesses and we are all excited about what this combination will bring for customers and employees,” said Bernd Reckmann, Member of the Executive Board of Merck KGaA, Darmstadt, Germany. “Together we offer life science customers across the world a broader portfolio of products, greater geographic reach and an unmatched combination of industry-leading capabilities.”
Merck KGaA, Darmstadt, Germany, and Sigma-Aldrich have agreed to sell parts of Sigma-Aldrich’s solvents and inorganics business in Europe to Honeywell. These include its manufacturing and all related assets in Seelze, Germany, where most of the solvents and inorganics sold by Sigma-Aldrich in Europe are manufactured. In addition, Honeywell will acquire the solvents and inorganics sold by Sigma-Aldrich in Europe under the Sigma-Aldrich brand, worldwide under the Fluka brand and associated trademarks such as Hydranal and Chromasolv as well as a temporary license to the Sigma-Aldrich brand for the supply of solvents and inorganics in the European Economic Area. Further, transitional services to ensure a competitive business and enable Honeywell to build up its own channel to the market have been agreed upon. While the agreement with Honeywell is subject to customary closing conditions, including regulatory review, these approvals do not constitute a precondition for the European Union approval and completion of the Sigma-Aldrich transaction.
Merck KGaA, Darmstadt, Germany, and Sigma-Aldrich announced on September 22, 2014 that they had entered into a definitive agreement under which Merck KGaA, Darmstadt, Germany, would acquire all outstanding shares of Sigma-Aldrich for $140 per share in cash. In addition to the approval from the European Commission, the closing follows the approval of the acquisition by Sigma-Aldrich’s shareholders at a special meeting held on December 5, 2014 and the satisfaction of other customary conditions, including antitrust clearance in the United States, China, Japan and several other regions.