Merck KGaA: Form 8 (DD) - AZ Electronic Materials S.A.
DARMSTADT, GERMANY--(Marketwired - Apr 24, 2014) - Merck KGaA
(FRANKFURT: MRK)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer or person acting in concert
making the disclosure: |
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Merck 15. Allgemeine Beteiligungs-GmbH, Darmstadt, Germany |
(b) Owner or controller of interests and short positions disclosed,
if different from 1(a): The naming of nominee or vehicle
companies is insufficient |
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(c) Name of offeror/offeree in relation to whose relevant
securities this form relates: Use a separate form for each
offeror/offeree |
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AZ Electronic Materials S.A. |
(d) Status of person making the disclosure: e.g. offeror,
offeree, person acting in concert with the offeror/offeree (specify
name of offeror/offeree) |
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Offeror |
(e) Date dealing undertaken: |
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23 April 2014 |
(f) Has the party previously disclosed, or is it today disclosing,
under the Code in respect of any other party to this offer? |
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No |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant
securities of the offeror or offeree to which the disclosure
relates following the dealing
Class of relevant security: |
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Interests |
Short positions |
Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
50,000 |
0.01% |
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(2) Derivatives (other than options): |
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(3) Options and agreements to purchase/sell: |
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TOTAL: |
50,000 |
0.01% |
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All interests and all short positions should be
disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including
directors' and other executive options)
Class of relevant security in relation to which subscription right
exists: |
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Details, including nature of the rights concerned and relevant
percentages: |
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If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security |
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Purchase/sale |
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Number of securities |
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Price per unit |
Ordinary Shares of US$0.10 each |
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Purchase |
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25,000 |
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402p |
(b) Derivatives transactions (other than options)
Class of relevant security |
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Product description e.g. CFD |
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Nature of dealing e.g. opening/closing a long/short position,
increasing/reducing a long/short position |
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Number of reference securities |
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Price per unit |
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(c) Options transactions in respect of existing
securities
(i) Writing, selling, purchasing or varying
Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
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Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
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(ii) Exercising
Class of relevant security |
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Product description e.g. call option |
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Number of securities |
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Exercise price per unit |
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(d) Other dealings (including subscribing for new
securities)
Class of relevant security |
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Nature of dealing e.g. subscription, conversion |
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Details |
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Price per unit (if applicable) |
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The currency of all prices and other monetary amounts should
be stated.
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities
which may be an inducement to deal or refrain from dealing entered
into by the party to the offer or person acting in concert making
the disclosure and any other person: If there are no such
agreements, arrangements or understandings, state "none" |
None |
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or
informal, between the party to the offer or person acting in
concert making the disclosure and any other person relating to: (i)
the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any
relevant securities to which any derivative is referenced: If
there are no such agreements, arrangements or understandings, state
"none" |
None |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) |
NO |
Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
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24 April 2014 |
Contact name: |
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Tim Nielsen |
Telephone number: |
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+49 6151 72 8680 |
Public disclosures under Rule 8 of the Code must be made to
a Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's
Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638
0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
Notice to US holders of AZ Shares The Offer is
being made in the United States pursuant to Section 14(e) and
Regulation 14E under the Exchange Act and otherwise in accordance
with the requirements of the Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and
law.
The Offer is being made for the securities of a Luxembourg
company with a listing on the London Stock Exchange. The Offer
is subject to UK disclosure requirements, which are different from
certain United States disclosure requirements. The financial
information on the AZ Group included in the Offer Document has been
prepared in accordance with IFRS and the financial information on
the Merck Group included in the Offer Document has been prepared in
accordance with IFRS, thus neither may be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Offer by a US holder of
AZ Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each AZ Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of accepting the Offer. Furthermore, the
payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer will be made in the United States by Bidco and no
one else. Neither BofA Merrill Lynch nor Rothschild nor
Goldman Sachs International nor UBS Limited, nor any of their
respective affiliates, is or will be making the Offer in the United
States.
It may be difficult for US holders of AZ Shares to enforce
their rights and any claim arising out of US federal securities
laws, since Bidco and Merck are incorporated under the laws of
Germany and AZ is incorporated under the laws of Luxembourg, and
some or all of their officers and directors are residents of non-US
jurisdictions. In addition, most of the assets of Bidco, Merck
and AZ are located outside the United States. US holders of AZ
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities
laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's
judgment.
This announcement does not constitute an offer of securities
for sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire
securities or to exchange securities for other securities has been
made, or will be made, directly or indirectly, in or into, or by
the use of the mails of, or by any means or instrumentality of
interstate or foreign commerce or any facilities of a national
securities exchange of, the United States or any other country in
which such offer may not be made other than: (i) in accordance with
the tender offer requirements under the Exchange Act, or the
securities laws of such other country, as the case may be, or: (ii)
pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed comment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence in the United States.
In accordance with normal UK market practice, Bidco, or its
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, AZ Shares
outside the Offer before or during the period in which the Offer
remains open for acceptance. Those purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases
will be disclosed to all investors to the extent required in the
United Kingdom, the United States or Luxembourg, will be reported
to a Regulatory Information Service provider and will be available
on the London Stock Exchange website,
www.londonstockexchange.com. If such purchases or arrangements
to purchase are made they will be made outside the United States
and will comply with applicable law, including the Exchange
Act.
Contact: RNS Customer Services 0044-207797-4400
rns@londonstockexchange.com http://www.rns.com