Merck KGaA Closing of the Offer (9898H)
23 Mai 2014 - 6:46PM
UK Regulatory
TIDMMRK TIDMAZEM
RNS Number : 9898H
Merck KGaA
23 May 2014
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
The company news service from the London Stock Exchange
END
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