Item 5.07 Submission of Matters to a Vote of Security Holders.
At the special meeting (the "Special Meeting") of stockholders held on July 17,
2019, the stockholders of Intermolecular, Inc. ("Intermolecular" or the
"Company") voted on the proposals set forth below. The proposals are described
in detail in the Company's definitive proxy statement filed with the Securities
and Exchange Commission on June 12, 2019. The voting results regarding each
proposal, as determined by Clarelane Consulting, the Company's Inspector of
Election, are set forth below. There were 49,758,224 shares issued and
outstanding on the record date for the Special Meeting and entitled to vote
thereat, and 35,917,095 shares were represented in person or by proxy at the
Special Meeting, which number constituted a quorum.
Proposal No. 1: Adoption of the Agreement and Plan of Merger (the "Merger
Agreement"), dated May 6, 2019, by and among EMD Group Holding II, Inc., a
Delaware corporation ("Parent") and an indirect wholly owned subsidiary of Merck
KGaA, Darmstadt, Germany, EMD Performance Materials Semiconductor Services
Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger
Sub") and the Company, and approval of the transactions contemplated therein.
Upon the satisfaction or waiver of the conditions to the closing set forth in
the Merger Agreement, Merger Sub will, at the closing, merge with and into the
Company (the "Merger"), and the Company will become a wholly owned subsidiary of
Parent (the "Merger Proposal").
The Merger Proposal was approved by the requisite vote of the Company's
For Against Abstain
35,813,895 102,570 630
Proposal No. 2: Approval of any adjournment of the Special Meeting to a later
date or dates, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes to adopt the Merger Agreement and approve the
transactions contemplated therein at the time of the Special Meeting.
For Against Abstain
35,721,075 186,150 9,870
Adjournment of the Special Meeting was deemed not necessary or appropriate
because there was a quorum present and there were sufficient proxies at the time
of the Special Meeting to approve the Merger Proposal.
Proposal No. 3. Approval, by non-binding, advisory vote, of compensation that
will or may become payable to the Company's named executive officers, in
connection with the Merger.
For Against Abstain
35,024,225 527,315 365,555
Item 8.01 Other Events.
On July 17, 2019, the Company issued a press release announcing the results of
the Special Meeting held on July 17, 2019. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
No. Description of Exhibit
99.1 Press release, dated July 17, 2019
Cautionary Statement Regarding Forward Looking Statements:
This communication may contain statements that do not relate solely to
historical or present facts and circumstances and which are considered
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including statements regarding the proposed transaction
involving the Company, Parent and Merck KGaA, Darmstadt, Germany ("MKDG") and
the ability of Intermolecular, Parent and MKDG to consummate the proposed
transaction. These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events or
conditions, or are based on current expectations, estimates, forecasts and
projections. Forward-looking statements can usually be identified by the use of
terminology such as "anticipate," "believe," "could," "continue," "estimate,"
"expect," "goals," "intend," "likely," "may," "might," "plan," "project,"
"seek," "should," "target," "will," "would," and variations of such words and
similar expressions. Such forward-looking statements include, among others,
Intermolecular's current expectations and projections relating to its financial
condition, results of operations, plans, objectives, future performance and
business. Actual performance or results may differ materially from those
expressed in or suggested by forward-looking statements as a result of various
risks, uncertainties, assumptions and other factors, including, without
limitation: (i) the risk that any of the conditions to the consummation of the
proposed transaction are not satisfied, including the failure to timely or at
all obtain the required regulatory approvals; (ii) the risk that the occurrence
of any event, change or other circumstance could give rise to the termination of
the merger agreement; (iii) the effect of the announcement or pendency of the
proposed transaction on Intermolecular's business relationships, operating
results and business generally and Intermolecular's ability to hire and retain
key personnel; (iv) risks related to diverting management's attention from
Intermolecular's ongoing business operations; (v) the outcome of any legal
proceeding related to the proposed transaction; (vi) unexpected costs, charges
or expenses resulting from the proposed transaction; (vii) certain restrictions
on Intermolecular's conduct during the pendency of the proposed transaction that
may adversely affect Intermolecular's ability to pursue certain business
opportunities or strategic transactions; (viii) legislative, regulatory and
economic developments and market conditions; (ix) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as management's response to any of the
aforementioned factors; (x) other risks to the consummation of the proposed
transaction, including the risk that the proposed transaction will not be
consummated within the expected time period or at all; and (xi) other risks
described in Intermolecular's filings with the Securities and Exchange
Commission ("SEC"), including but not limited to (A) those described under the
heading "Risk Factors" in Intermolecular's Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, (B) those described under the heading "Risk
Factors" in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2019; (C) those described under the heading "Forward-Looking
Statements" in Intermolecular's definitive Proxy Statement filed with the SEC on
June 12, 2019 and (D) the other filings made by Intermolecular with the SEC from
time to time, which are available via the SEC's website at www.sec.gov. Any
forward-looking statement made in this communication speaks only as of the date
on which it is made. You should not put undue reliance on any forward-looking
statements. Intermolecular undertakes no obligation, and expressly disclaims any
obligation, to update, alter or otherwise revise any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise, except as may be required
by law. If Intermolecular does update one or more forward-looking statements, no
inference should be drawn that Intermolecular will make additional updates with
respect to those or other forward-looking statements.
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