TIDMMRK TIDMAZEM
RNS Number : 2506G
Merck KGaA
02 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 2 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 and notice of delisting and cancellation of trading
of AZ Shares
On 5 December 2013, the boards of Merck KGaA, Darmstadt, Germany
(Merck) and AZ Electronic Materials S.A. (AZ) announced that they
had reached agreement on the terms of a recommended cash offer for
the entire issued and to be issued share capital of AZ (the Offer).
The Offer is made by Merck 15. Allgemeine Beteiligungs-GmbH
(Bidco), an indirect wholly-owned subsidiary of Merck. The full
terms and conditions and the procedures for acceptance of the Offer
are set out in the offer document which was issued by Bidco on 20
December 2013 (the Offer Document).
On 30 April 2014, Merck announced that all Conditions relating
to antitrust had been satisfied and that the latest date by which
the Offer could become or be declared unconditional as to
acceptances was 14 May 2014.
Level of acceptances
As at 3.00 p.m. (London time) on 2 May 2014, Bidco had received
valid acceptances of the Offer in respect of 309,628,985 AZ Shares,
representing approximately 81.28 per cent. of the existing issued
share capital of AZ. As at 3.00 p.m. (London time) on 2 May 2014,
Bidco had purchased 150,000 AZ Shares, representing approximately
0.04 per cent. of AZ's fully diluted share capital.
Accordingly, as at 3.00 p.m. (London time) on 2 May 2014, Bidco
had purchased or received valid acceptance in respect of a total of
309,778,985 AZ Shares, representing approximately 81.32 per cent.
of the existing share capital of AZ, which Bidco may count towards
the satisfaction of the Acceptance Condition to the Offer.
Therefore, the Acceptance Condition has now been satisfied and the
Offer has become unconditional as to acceptances.
Before the announcement of the Offer on 5 December 2013, Bidco
had received irrevocable undertakings from AZ Directors who (or
whose close family) hold 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 3.00 p.m. on 2 May 2014, Bidco had received
acceptances pursuant to these undertakings in respect of 1,147,062
AZ Shares in issue, representing approximately 0.301 per cent. of
AZ's fully diluted share capital, and such acceptances are included
in the total number of valid acceptances referred to above. AZ
Shares subject to options and/or awards granted to AZ Directors
under the AZ Share Plans remain subject to irrevocable
undertakings. Such options and/or awards are expected to be
exercised upon the Offer becoming wholly unconditional and,
assuming the exercise and/or vesting of all such options and/or
awards, represent 1,108,016 AZ Shares (approximately 0.291 per
cent. of AZ's fully diluted share capital).
As the Acceptance Condition has been satisfied, and no other
Conditions to the Offer remain outstanding, the Offer is now
unconditional in all respects.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given before the closing of the
Offer to those AZ Shareholders who have not at the date of that
notice accepted the Offer.
Delisting and cancellation of trading
As set out in the Offer Document, as the Offer has become
unconditional in all respects and Bidco has received valid
acceptances under the Offer in respect of issued share capital
representing at least 75 per cent. of the voting rights of AZ,
Bidco intends to procure the making of an application by AZ for the
cancellation, respectively, of the trading of AZ Shares on the
London Stock Exchange's main market for listed securities (the Main
Market) and of the listing of AZ Shares on the premium segment of
the Official List of the Financial Conduct Authority (the Official
List).
The cancellation of listing of AZ Shares on the Official List
and admission to trading of AZ Shares on the Main Market is
expected to take effect on or around 3 June 2014, being 20 Business
Days from the date of this announcement. Such cancellation of
listing and admission to trading will significantly reduce the
liquidity and marketability of any AZ Shares and/or AZ DIs not
assented to the Offer.
Compulsory acquisition
As set out in the Offer Document, if Bidco receives valid
acceptances under the Offer such that it holds AZ Shares
representing not less than 95 per cent. of: (i) the capital
carrying voting rights in AZ; and (ii) the voting rights in AZ,
Bidco intends, under the supervision of the Commission de
Surveillance du Secteur Financier (being the supervisory authority
in Luxembourg) to exercise its compulsory acquisition right
pursuant to the Luxembourg law governing takeover bids. Pursuant to
such compulsory acquisition right, Bidco may acquire compulsorily
the remaining AZ Shares in respect of which the Offer has not been
accepted.
Actions to be taken
AZ Shareholders who have not yet accepted the Offer are urged to
do so as soon as possible.
If you are a holder of AZ Shares in certificated form (that is,
not in CREST), you should complete and return the Form of
Acceptance, which accompanied the Offer Document.
If you are a holder of AZ DIs (in CREST), you should ensure that
an Electronic Acceptance is made by you or on your behalf in
accordance with the instructions set out in the Offer Document. If
you are a CREST-sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction(s) to Euroclear.
The Offer Document and a specimen Form of Acceptance are
available on Merck's website at www.merckgroup.com and on AZ's
website at www.azem.com. Further copies of the Offer Document and
the Form of Acceptance may be obtained by contacting 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 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday.
Unless otherwise stated, terms used in this announcement have
the same meaning 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. The Offer is made solely by means of the Offer Document
and the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any response to the Offer
should be made only on the basis of information contained in the
Offer Document. AZ Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
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.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the availability
of the Offer to AZ Shareholders who are not resident in the United
Kingdom or the United States may be affected by the laws of
relevant jurisdictions. Therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or the
United States or AZ Shareholders who are not resident in the United
Kingdom or the United States will need to inform themselves about,
and observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Further
details in relation to overseas shareholders are contained in the
Offer Document.
The Offer is not being, and will not be, made, directly or
indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality of interstate or foreign commerce
of, or any facility of a national state or other securities
exchange of any Restricted Jurisdiction, and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
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