SAN JOSE, Calif., May 6, 2019 /PRNewswire/ --Intermolecular, Inc.
(NASDAQ: IMI) has signed a definitive agreement pursuant to which a
wholly owned subsidiary of Merck KGaA, Darmstadt, Germany, a leading science and technology
company, will acquire Intermolecular for $1.20 per share in an all cash transaction,
representing an equity value of Intermolecular of approximately
$62 million. The acquisition has been
unanimously approved by Intermolecular's Board of Directors and the
Executive Board of Merck KGaA, Darmstadt, Germany.
"We are pleased to become an integral part of Merck KGaA,
Darmstadt, Germany's leading
electronic materials business and look forward to all of the new
and exciting opportunities we see for our customers and employees.
We believe our technology expertise is very complementary and
creates a unique offering that will continue to shape the
innovations of tomorrow," said Chris
Kramer, President and Chief Executive Officer of
Intermolecular.
"Intermolecular's unique capabilities in rapid material
screening, in combination with the R&D pipeline of Merck KGaA,
Darmstadt, Germany, will allow us
to offer our customers faster materials innovation, through
parallel composition experiment and full performance testing and
characterization," said Kai
Beckmann, member of the Merck KGaA, Darmstadt,
Germany, Executive Board and CEO of Performance Materials. "We
are excited to join forces with Intermolecular and bring
significant advantages to our customers compared to conventional
materials R&D."
The transaction is expected to close in the second half of 2019,
subject to the approval of Intermolecular's stockholders, clearance
by the Committee on Foreign Investment in the United States (CFIUS) and the satisfaction
of other customary closing conditions.
Merck KGaA, Darmstadt, Germany,
will acquire Intermolecular through its wholly owned subsidiary EMD
Group Holding II, Inc.
As a result of this transaction, Intermolecular will not be
holding its previously scheduled conference call on May 14, 2019.
Advisors
Cowen served as exclusive financial advisor to Intermolecular
and Latham & Watkins LLP served as Intermolecular's legal
advisor. Nixon Peabody LLP served as Merck KGaA, Darmstadt,
Germany's legal advisor.
About Intermolecular, Inc.
Intermolecular® is the trusted partner for advanced
materials innovation. Advanced materials are at the core of
innovation in the 21st century for a wide range of industries
including semiconductors, consumer electronics, automotive and
aerospace. With its substantial materials expertise, accelerated
learning and experimentation platform, and information and
analytics infrastructure, Intermolecular has a ten-year track
record helping leading companies accelerate and de-risk materials
innovation. Learn more at www.intermolecular.com.
"Intermolecular" and the Intermolecular logo are registered
trademarks; all rights reserved.
About Merck KGaA, Darmstadt, Germany
Merck KGaA, Darmstadt, Germany,
a leading science and technology company, operates across
healthcare, life science and performance materials. Around 52,000
employees work to make a positive difference to millions of
people's lives every day by creating more joyful and sustainable
ways to live. From advancing gene editing technologies and
discovering unique ways to treat the most challenging diseases to
enabling the intelligence of devices – the company is everywhere.
In 2018, Merck KGaA, Darmstadt, Germany, generated sales of € 14.8 billion in
66 countries.
The company holds the global rights to the name and trademark
"Merck" internationally. The only exceptions are the United States and Canada, where the business sectors of Merck
KGaA, Darmstadt, Germany operate
as EMD Serono in healthcare, MilliporeSigma in life science, and
EMD Performance Materials. Since its founding 1668, scientific
exploration and responsible entrepreneurship have been key to the
company's technological and scientific advances. To this day, the
founding family remains the majority owner of the publicly listed
company.
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 1955, 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
Intermolecular, Inc. ("Intermolecular"), EMD Group Holding II, Inc.
("Parent") and Merck KGaA, Darmstadt, Germany ("Merck KGaA") and the ability of
Intermolecular, Parent and Merck KGaA 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, Intermolecular's
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 approval of Intermolecular's stockholders or
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
Intermolecular's business relationships, operating results and
business generally and Intermolecular's ability to hire and retain
key personnel; (iv) risks related to diverting management's
attention from Intermolecular's 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
Intermolecular's conduct during the pendency of the proposed
transaction that may adversely affect Intermolecular's 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 management's 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
Intermolecular's filings with the Securities and Exchange
Commission ("SEC"), including but not limited to (A) those
described under the heading "Risk Factors" in Intermolecular's
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (B) those described under the
heading "Risk Factors" in Intermolecular's definitive proxy
statement that has or will be filed by Intermolecular with the SEC
and (C) the other filings made by Intermolecular with the SEC from
time to time, which are available via the SEC's 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.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Intermolecular, Parent and Merck KGaA. In
connection with the proposed transaction, Intermolecular will file
with the SEC, and mail or otherwise provide to its stockholders, a
definitive proxy statement (the "Proxy Statement") with respect to
a special meeting of Intermolecular's stockholders to approve the
proposed transaction. Intermolecular may also file or may
have previously filed other documents with the SEC regarding the
proposed transaction. This communication is not a substitute for
the Proxy Statement or any other document that may be or may have
been filed by Intermolecular with the SEC. INTERMOLECULAR'S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY
INTERMOLECULAR WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, OR INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN
THEIR ENTIRETY BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO
THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Stockholders may obtain free
copies of the Proxy Statement and other documents filed by
Intermolecular with the SEC (when available) at the SEC's website
at www.sec.gov. In addition, stockholders may obtain free copies of
the Proxy Statement and other documents filed by Intermolecular
with the SEC (when available) by visiting the Intermolecular
Investor Relations page on the Intermolecular website at
ir.intermolecular.com or by directing a request to following:
Intermolecular Corporate Contact
Bill Roeschlein
Intermolecular, Inc.
Chief Financial Officer
bill.roeschlein@intermolecular.com
(408) 582-5415
Participants in the Solicitation
Intermolecular and its directors, executive officers and certain
employees and other persons may be deemed to be participants in the
solicitation of proxies from Intermolecular's stockholders in
connection with the proposed transaction. Stockholders may obtain
information regarding the names, affiliations and interests of
Intermolecular's directors and executive officers in
Intermolecular's Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, which was
filed with the SEC on March 8, 2019,
as amended on April 29, 2019.
Additional information regarding the interests of such individuals
in the proposed transaction will be included in the Proxy Statement
when it is filed with the SEC.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/intermolecular-to-be-acquired-by-merck-kgaa-darmstadt-germany-for-1-20-per-share-in-an-all-cash-transaction-300843877.html
SOURCE Intermolecular, Inc.