DGAP-Adhoc: Merck KGaA: Merck KGaA to Acquire Millipore - Creating a World-Class Partner for the Life Science Sector

Merck KGaA / Mergers & Acquisitions

28.02.2010 22:20 

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Darmstadt, February 28, 2010 - Merck KGaA, a global pharmaceutical and
chemical company, today announced that it has entered into a definitive
agreement with Millipore Corporation (NYSE: MIL), a leading Life Science
company based in Billerica, Massachusetts, USA, to acquire all outstanding
shares of common stock of Millipore, for US$ 107 per share in cash, or a
total transaction value, including net debt, of approximately US$ 7.2
billion (EUR 5.3 billion). The transaction was approved by the boards of
directors of both companies. Millipore and Merck will create a EUR 2
billion world-class partner for the Life Science sector, achieving
significant scale in high-margin specialty products with an attractive
growth profile.

The acquisition will be funded through available cash and a term loan.

Completion of the acquisition requires the approval of Millipore
shareholders, for which Millipore will call a special shareholders meeting,
and the satisfaction of other customary conditions, including antitrust
clearance. Due to the fact that the two businesses are highly complementary
Merck expects that the transaction will clear regulatory review. Merck
anticipates that the transaction will be completed in the second half of
2010, at which time all outstanding shares of Millipore common stock will
be exchanged for the right to receive the agreed cash payment.



The Information in this document may contain 'forward-looking statements'.
Forward-looking statements may be identified by words such as 'expects',
'anticipates', 'intends', 'plans', 'believes', 'seeks', 'estimates', 'will'
or words of similar meaning and include, but are not limited to, statements
about the expected future businesses of Merck KGaA (Merck) and Millipore
Corporation (Millipore) resulting from and following the proposed
acquisition. These statements are based on the current expectations of
Merck and Millipore and are inherently subject to uncertainties and changes
in circumstances. Among the factors that could cause actual results to
differ materially from those described in the forward-looking statements
are factors relating to the fulfillment of certain closing conditions to
the proposed transaction, and changes in global, political, economic,
business, competitive, market and regulatory forces. Merck and Millipore do
not undertake any obligation to update the forward-looking statements to
reflect actual results, or any change in events, conditions, assumptions or
other factors.
 This communication may be deemed to be solicitation material in respect of
the proposed acquisition of Millipore by Merck.  In connection with the
proposed acquisition, Merck and Millipore intend to file relevant materials
with the SEC, including Millipore's proxy statement on Schedule 14A.
 INVESTORS AND SECURITYHOLDERS OF MILLIPORE ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING MILLIPORE'S PROXY STATEMENT, WHEN
IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED ACQUISITION.
 Investors and security holders will be able to obtain all such documents,
when they become available, free of charge through the website maintained
by the SEC at www.sec.gov, or by directing a request to Joshua S. Young,
Director of Investor Relations for Millipore at +1-978-715-1527. Such
documents are not currently available.
 Merck and certain of its directors and executive officers and other
persons, and Millipore and its directors and certain executive officers,
may be deemed to be participants in the solicitation of proxies from the
holders of Millipore common stock in respect of the proposed acquisition. 
Information regarding such persons and a description of their interests in
the transaction will be contained in the proxy statement when it is filed.




Phyllis Carter
+49 6151 72-7144




28.02.2010 22:20 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]

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Language:     English
Company:      Merck KGaA
              Frankfurter Str. 250
              64293 Darmstadt
              Deutschland
Phone:        +49 (0)6151 72 - 3321
Fax:          +49 (0)6151 72 - 913321
E-mail:       investor.relations@merck.de
Internet:     www.merck.de
ISIN:         DE0006599905
WKN:          659990
Indices:      DAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, München, Hannover, Stuttgart, Hamburg;
              Terminbörse EUREX; Foreign Exchange(s) London, SIX
 
End of News                                     DGAP News-Service
 
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