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, Intermoleculars 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 Intermoleculars business relationships, operating results and business generally and
Intermoleculars ability to hire and retain key personnel; (iv) risks related to diverting managements attention from Intermoleculars 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 Intermoleculars conduct during the pendency of the proposed transaction that may adversely affect
Intermoleculars 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 managements 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 Intermoleculars filings with the Securities and Exchange Commission (
SEC
), including but
not limited to (A) those described under the heading Risk Factors in Intermoleculars Annual Report on Form
10-K
for the fiscal year ended December 31, 2018, (B) those described
under the heading Risk Factors in the Companys Quarterly Report on Form
10-Q
for the fiscal quarter ended March 31, 2019; (C) those described under the heading Forward-Looking
Statements in Intermoleculars 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 SECs 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.