Launch of compulsory acquisition procedure

RNS Number : 7718K

Merck KGaA

27 June 2014

 



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

For immediate release

27 June 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)

LAUNCH OF COMPULSORY ACQUISITION PROCEDURE

On 2 May 2014, Merck KGaA, Darmstadt, Germany (Merck) announced that all of the Conditions to its recommended cash offer (the Offer) made by Merck 15. Allgemeine Beteiligungs-GmbH for the entire issued and to be issued share capital of AZ Electronic Materials S.A. (AZ) had been satisfied or waived and the Offer was declared unconditional in all respects.

On 23 May 2014, Merck announced that the Offer has closed to further acceptances at 1.00 p.m. (London time) / 2.00 p.m. (CET) on that date.

Launch of compulsory acquisition procedure

As at 27 June 2014, Bidco held directly or indirectly 380,506,773 AZ Shares pursuant to purchases and valid acceptances received by Bidco under the Offer. These 380,506,773 AZ Shares represent approximately 99.84 per cent. of: (i) the capital carrying voting rights in AZ; and (ii) the voting rights in AZ.  

Accordingly, Bidco announces that it is exercising its compulsory acquisition right pursuant to article 15 of the Luxembourg law of 19 May 2006 on takeover bids (the Takeover Law) (and as described under paragraph 13(b) of Part 2 of the Offer Document) and will acquire, by operation of law and on the same terms as the Offer, the remaining AZ Shares in respect of which the Offer has not been accepted.  Bidco will acquire such shares on 2 July 2014 (the Compulsory Acquisition Settlement Date) being the third business day following the launch of the compulsory acquisition procedure.  The price for the compulsory acquisition will be the "fair price", determined in accordance with the second paragraph of article 15(5) of the Takeover Law, of 403.5 pence in cash per AZ Share (the Compulsory Acquisition Price).

As a result of the exercise of the compulsory acquisition right by Bidco, title to the remaining AZ Shares in respect of which the Offer has not been accepted will be transferred by operation of law to Bidco on the Compulsory Acquisition Settlement Date.

Closure of the depositary interest facility

The Depositary Agreement between AZ and Capita IRG Trustees Limited terminated on 12 June 2014.  As a result of such termination, any AZ Shareholders that did not accept the Offer and that held AZ DIs on 12 June 2014 became holders of AZ Shares in certificated form in place of such AZ DIs on that date.

Settlement of the compulsory acquisition procedure

The payment of the Compulsory Acquisition Price to the remaining AZ Shareholders will be made by cheque drawn on a branch of a United Kingdom clearing bank dispatched by first class post to all those remaining shareholders or their appointed agents, if any, on the Compulsory Acquisition Settlement Date.  No consideration will be sent to an address in a Restricted Jurisdiction.

The transfer of the ownership in the AZ Shares from the remaining AZ Shareholders to Bidco will take place by operation of law on the Compulsory Acquisition Settlement Date.  On the Compulsory Acquisition Settlement Date, Capita Asset Services (the Receiving Agent) will, as agent on behalf of AZ, register such transfer in the shareholder register of AZ.

Consignation

In accordance with the Luxembourg law of 29 April 1999 on consignments to the State and applicable Grand-Ducal regulations, funds representing that portion of the aggregate Compulsory Acquisition Price which could not be transferred to the remaining AZ Shareholders will be transferred to the Caisse de Consignation, c/o Trésorie de l'Etat, 3, rue du St-Esprit, L-1475 Luxembourg in Luxembourg and remain available to the relevant remaining AZ Shareholders who have not received payment of the Compulsory Acquisition Price (if any) for a period of 30 years.

Actions to be taken and Enquiries

AZ Shareholders do not need to take any action.  In case of enquiries please contact the Receiving Agent, Capita Asset Services, on 0871 664 0321 from within the UK or on [phone] 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 meanings as given to them in the offer document dated 20 December 2013.

Enquiries

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

Publication on website

Pursuant to Rule 30.4 of the Code, this announcement will be made available on the website of Merck at www.merckgroup.com and on the website of AZ at www.azem.com no later than 12 noon on the business day following the date of this announcement.

 

END

 

 

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