David A. Martland, Esq.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
o
.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 45882D109
|
1
|
NAME OF REPORTING PERSONS
Merck 24. Allgemeine Beteiligungs-GmbH
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(
b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
00
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
15,429,618
1
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,429,618
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
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14
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TYPE OF REPORTING PERSON
CO
|
|
|
|
|
1
Does not include options and
other unvested rights to acquire an aggregate of 2,977,500 shares of common stock of Intermolecular, Inc. held by certain of the
shareholders who have entered into the Company Shareholder Support Agreements with EMD Group Holding II, Inc. as described in
Item 3 of the Initial Schedule 13D. Pursuant to the terms of each such Company Shareholder Support Agreement in the event that
any such options are exercised prior to the termination of such Company Shareholder Support Agreement the underlying shares of
such options or other rights to acquire common stock would be subject to such Company Shareholder Support Agreement and would
be voted in favor of the approval of the Merger Agreement referred to in Item 3 of the Initial Schedule 13D and in favor of the
Merger and the other transactions contemplated by the Merger Agreement as described in Item 4 of the Initial Schedule 13D.
SCHEDULE 13D
CUSIP No. 45882D109
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1
|
NAME OF REPORTING PERSONS
Merck Financial Trading GmbH
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(
b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
00
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
15,429,618
2
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,429,618
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
2
As previously reported, does not include options and other unvested rights to acquire an aggregate of 2,977,500 shares
of common stock of Intermolecular, Inc. held by certain of the shareholders who have entered into the Company Shareholder Support
Agreements with EMD Group Holding II, Inc. as described in Item 3 of the Initial Schedule 13D. Pursuant to the terms of each such
Company Shareholder Support Agreement in the event that any such options are exercised prior to the termination of such Company
Shareholder Support Agreement the underlying shares of such options or other rights to acquire common stock would be subject to
such Company Shareholder Support Agreement and would be voted in favor of the approval of the Merger Agreement referred to in
Item 3 of the Initial Schedule 13D and in favor of the Merger and the other transactions contemplated by the Merger Agreement
as described in Item 4 of the Initial Schedule 13D.
SCHEDULE 13D
CUSIP No. 45882D109
|
1
|
NAME OF REPORTING PERSONS
Merck KGaA, Darmstadt, Germany
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(
b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
00
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
15,429,618
3
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,429,618
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
|
14
|
TYPE OF REPORTING PERSON
CO, HC
|
3
As previously reported, does not include options and other unvested rights to acquire an aggregate of 2,977,500 shares
of common stock of Intermolecular, Inc. held by certain of the shareholders who have entered into the Company Shareholder Support
Agreements with EMD Group Holding II, Inc. as described in Item 3 of the Initial Schedule 13D. Pursuant to the terms of each such
Company Shareholder Support Agreement in the event that any such options are exercised prior to the termination of such Company
Shareholder Support Agreement the underlying shares of such options or other rights to acquire common stock would be subject to
such Company Shareholder Support Agreement and would be voted in favor of the approval of the Merger Agreement referred to in
Item 3 of the Initial Schedule 13D and in favor of the Merger and the other transactions contemplated by the Merger Agreement
as described in Item 4 of the Initial Schedule 13D.
This Amendment No. 1 (this “Amendment”)
is being filed by Merck KGaA, Darmstadt, Germany (“MKDG”), Merck 24. Allgemeine Beteiligungs-GmbH (“MAB 24”)
and Merck Financial Trading GmbH (“MFT”) pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
This Amendment amends the Schedule 13D filed
on May 16, 2019 (the “Initial Schedule 13D” and together with this Amendment, the “Schedule 13D”) by EMD
Group Holding II, Inc., Merck 15. Allgemeine Beteiligungs-GmbH, MFT, MKDG, and E. Merck KG (collectively, together with MAB 24,
the “Reporting Persons”). Except as amended or supplemented by this Amendment, all information in this Schedule 13D
is as set forth in the Initial Schedule 13D.
As previously reported, pursuant to the
Company Shareholder Support Agreements described in Item 3 of the Initial Schedule 13D, EMD Group Holding II, Inc., a Delaware
corporation, may be deemed to have beneficial ownership of 15,429,618 shares of Common Stock, par value $0.001 per share (the “Common
Shares”) of Intermolecular, Inc. (the “Issuer”). Neither the filing of the Schedule 13D nor any of its contents
shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owner of any of the Common Shares
referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 2. Identity and Background.
Item 2 of the Initial Schedule 13D is hereby
amended and supplemented as follows:
(a) – (c) On August 13, 2019, MKDG
restructured certain of its subsidiary holdings. Consequently, MFT became a wholly-owned direct subsidiary of MAB 24, which is
a wholly-owned direct subsidiary of MKDG.
The principal office address or business
address of MAB 24 is Frankfurter Str. 250, 64293 Darmstadt, Germany.
The principal business of MAB 24 is to act
as a holding company.
Current information concerning the identity
and background of the managing directors of MAB 24, is set forth on
Annex A
(collectively, the “Additional Covered
Persons”), attached hereto and incorporated herein by reference.
(d)-(e) Neither MAB 24 nor, to the best
knowledge of MKDG or MAB 24, any of the Additional Covered Persons has, during the last five years, been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) MAB 24 was formed in Germany. The citizenship
of each of the Additional Covered Persons is set forth in
Annex A
.
Item 4. Purpose of Transaction
Item 4 of the Initial Schedule 13D is hereby
amended and supplemented as follows:
Except as set forth in the Schedule 13D,
neither of MAB 24, nor to the knowledge of MKDG or MAB 24, any of the Additional Covered Person, has any present plans or intentions
which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Paragraphs (a)-(c) of Item 5 of the Initial
Schedule 13D are hereby amended and supplemented as follows:
(a)-(b) MAB 24 does not directly own any
outstanding Common Shares of Issuer.
None of MAB 24 or, to the best knowledge
of MKDG or MAB 24, the Additional Covered Persons beneficially own any Common Shares as of August 8, 2019 except for such beneficial
ownership, if any, arising solely from the Company Shareholder Support Agreements and the related Irrevocable Proxy.
(c) None of MAB 24 or, to the best knowledge
of MKDG or MAB 24, any of the Additional Covered Persons has engaged in any transaction involving any Common Shares during the
60-day period ended August 8, 2019.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 Joint Filing Agreement
among MAB 24, MFT and MKDG dated August 13, 2019.
Signature
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete and
correct.
Dated: August 13, 2019
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MERCK FINANCIAL TRADING GMBH
|
|
|
|
|
|
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By:
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/s/ Dr. Jens Klatyk
|
|
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Name:
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Dr. Jens Klatyk
|
|
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Title:
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Managing Director
|
|
|
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|
|
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|
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By:
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/s/ Norbert Schül
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|
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Name:
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Norbert Schül
|
|
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Title:
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Managing Director
|
|
|
|
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|
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MERCK 24. ALLGEMEINE BETEILIGUNGS-GMBH
|
|
|
|
|
|
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By:
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/s/ Dr. Stefan Fandel
|
|
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Name:
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Dr. Stefan Fandel
|
|
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Title:
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Managing Director
|
|
|
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|
|
|
|
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|
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By:
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/s/ Thomas Zens
|
|
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Name:
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Thomas Zens
|
|
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Title:
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Holder of Procuration
|
|
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MERCK KGaA
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|
|
|
|
|
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By:
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/s/ Dr. Friederike Rotsch
|
|
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Name:
|
Dr. Friederike Rotsch
|
|
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Title:
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Group General Counsel
|
|
|
|
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|
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By:
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/s/ Roman Werth
|
|
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Name:
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Roman Werth
|
|
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Title:
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Head of Mergers & Acquisitions
|
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Annex A
The following is a list of the managing
directors of MAB 24 (collectively, the “Additional Covered Persons”), setting forth the present principal occupation
or employment and the name, principal business and address of any corporation or other organization in which such employment is
conducted and citizenship for each such person. Each Additional Covered Person, unless otherwise noted, does not have any other
principal occupation (outside of similar positions held with respect to other entities directly or indirectly affiliated with MKDG).
Managing Directors of MAB 24:
Name
|
Position
|
Business Address
|
Citizenship
|
Rando Bruns
|
Managing Director
|
c/o Merck 24. Allgemeine Beteiligungs-GmbH, Frankfurter Strasse 250, 64293 Darmstadt, Germany
|
Germany
|
Stefan Fandel
|
Managing Director
|
c/o Merck 24. Allgemeine Beteiligungs-GmbH, Frankfurter Strasse 250, 64293 Darmstadt, Germany
|
Germany
|
Sylvia Kleemann
|
Managing Director
|
c/o Merck 24. Allgemeine Beteiligungs-GmbH, Frankfurter Strasse 250, 64293 Darmstadt, Germany
|
Germany
|