SAN JOSE, Calif., July 17, 2019 /PRNewswire/
-- Intermolecular, Inc. (NASDAQ: IMI) announced today that
the stockholders of Intermolecular have approved
the previously announced proposed acquisition of all
outstanding shares of common stock of Intermolecular by Merck KGaA,
Darmstadt, Germany, through its
subsidiary EMD Group Holding II, Inc.
At a special meeting held earlier today, the holders of
approximately 72% of Intermolecular's outstanding common stock
voted in favor of the proposed merger transaction.
The transaction is expected to close in the second half of 2019,
subject to the satisfaction or waiver of customary closing
conditions. Upon the completion of the proposed transaction,
Intermolecular stockholders will be entitled to receive
$1.20 in cash subject to the terms of
the definitive merger agreement. Intermolecular's common stock will
no longer be publicly traded following the closing and will be
delisted from the NASDAQ Global Select Market.
About Intermolecular:
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 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
Intermolecular, Inc. ("Intermolecular"), EMD Group Holding II, Inc.
("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, 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 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 the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31,
2019; (C) those described under the heading "Forward-Looking
Statements" in Intermolecular's 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 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.
Intermolecular Corporate Contact
Bill Roeschlein
Intermolecular, Inc.
Chief Financial Officer
bill.roeschlein@intermolecular.com
(408) 582-5415
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SOURCE Intermolecular, Inc.