AZ ELECTRONIC MATERIALS GROUP 
By NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release | 23 May 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
Offer update - closing of offer and compulsory acquisition
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 (Bidco ) 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. Further, on 8 May 2013, Merck announced that the Offer would close at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 23 May 2014.
Confirmation of closing of the Offer
Notice is now given to AZ Shareholders that the Offer has closed and that, accordingly, there will be no further extensions to the Offer..
Level of acceptances
As at 1.00 p.m. (London time) on 23 May 2014, Bidco had received valid acceptances of the Offer in respect of 380,356,773 AZ Shares, representing approximately 99.80 per cent. of the existing issued share capital of AZ. As at 1.00 p.m. (London time) on 23 May 2014, Bidco had purchased 150,000 AZ Shares, representing approximately 0.04 per cent. of AZ's existing issued share capital.
Accordingly, as at 1.00 p.m. (London time) on 23 May 2014, Bidco had purchased or received valid acceptance in respect of a total of 380,506,773 AZ Shares, representing approximately 99.84 per cent. of the existing share capital of AZ.
Before the announcement of the Offer on 5 December 2013, Bidco had received irrevocable undertakings from AZ Directors who (or whose close family) held AZ Shares in respect of, in aggregate, 2,735,070 AZ Shares issued or subject to options and/or awards, representing approximately 0.705 per cent. of AZ's fully diluted share capital. As at the date of this announcement, all such options and/or awards have either vested and, if appropriate, been exercised or lapsed and, as a result of such vesting and, if appropriate, exercise or lapsing, the AZ Directors (and their close families) held 1,430,846 AZ Shares representing approximately 0.375 per cent. of AZ's fully diluted share capital. Acceptances in respect of all of these AZ Shares have been received pursuant to these undertakings and are included in the total number of acceptances referred to above.
Compulsory Acquisition
As announced on 8 May 2014, Bidco intends to exercise its compulsory acquisition right pursuant to Article 15 of the Luxembourg law of 19 May 2006 on takeover bids (the Takeover Law ), under the supervision of the Luxembourg regulator, the Commission de Surveillance du Secteur Financier (and as described under paragraph 13(b) of Part 2 of the offer document which was posted to AZ Shareholders on 20 December 2013 (the Offer Document )) and will acquire, by operation of law and in consideration for payment by Bidco of a "fair price" as required by Article 15(2) of the Takeover Law, the remaining AZ Shares in respect of which the Offer has not been accepted. A further announcement in respect of the compulsory acquisition will be made in due course.
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 +44 20 8639 3399 if calling from outside the UK. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) from Monday to Friday.
Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.
Enquiries
Merck KGaA | +49 (0) 6151 72 3321 |
Constantin Fest Annett Weber | |
Bank of America Merrill Lynch (Financial adviser to Merck and Bidco) | +44 (0) 20 7628 1000 |
Adrian Mee Michael Findlay Peter Brown 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.
This information is provided by RNS
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