Millipore Corporation, a leading provider of technologies, tools
and services for the global life science industry, today announced
that it will exercise its right under the corresponding indenture
(the "Indenture") to redeem all of its 3.75% Convertible Senior
Notes Due 2026 (the "Notes") on December 1, 2011, at one hundred
per cent (100%) of the outstanding principle amount of the Notes.
As a result of the call for redemption, the Notes may also be
surrendered by their holders for conversion.
Independent of such redemption and related conversion right,
holders of the Notes will also have the right, at their option, to
require Millipore to purchase their Notes on December 1, 2011, at a
purchase price, payable in cash, equal to one hundred percent
(100%) of the principal amount of the Notes ("Purchase at Holder's
Option"), or to surrender their Notes for conversion at any time
between November 1, 2011, and December 1, 2011.
Most of the Notes were already converted by its holders between
June and August 2010 in connection with certain conversion rights
resulting from the acquisition of Millipore Corporation by Merck
KGaA, and only a principal amount of US$ 27.2 million of the
originally issued notes in the principal amount of US$ 550 million
remained outstanding upon the call for redemption as of December 1,
2011. All remaining outstanding Notes have now been redeemed.
In accordance with the terms of the Notes' Indenture, Millipore
is delivering two notices to holders of these Notes, one relating
to the call for redemption, the related conversion right as well as
the Purchase at Holder's Option and the other notice relating to
the conversion at any time between November 1, 2011, and December
1, 2011. The mailing of two separate notices is solely a result of
different dates prescribed by the Indenture for the different
events.
As described in more detail in the notices to noteholders, which
are mailed in accordance with Section 3.04, 3.09,
10.01(A)(iii) and 10.01A(vi) of the Indenture,
(i) all outstanding Notes will be redeemed on
December 1, 2011, at one hundred per cent (100%) of the outstanding
principle amount of the Notes payable in cash, plus accrued and
unpaid interest to, but excluding December 1, 2011, if any;
(ii) as a result of such redemption, the
Notes may also be surrendered by their holders for conversion;
provided, however, that the Notes or portion thereof may be
surrendered for conversion based on the redemption only until 5:00
PM, Eastern Standard Time, on November 28, 2011 ("Conversion Based on Redemption");
(iii) holders of Notes, at their option, may
also require the Company to purchase their Notes on December 1,
2011, at a purchase price, payable in cash, equal to one hundred
percent (100%) of the principal amount of the Notes to be so
purchased, plus accrued and unpaid interest, if any, to, but
excluding, December 1, 2011; and
(iv) Notes may also be surrendered for
conversion at any time from, and including, November 1, 2011 to,
and including, December 1, 2011.
The Indenture provides that holders that surrender their Notes
for conversion will receive, in exchange for their Notes, cash and,
if applicable, shares of common stock in accordance with the
Indenture. However, on February 28, 2010, Millipore entered into an
Agreement and Plan of Share Exchange with Merck KGaA and EMD
Holding Corp., pursuant to which EMD Holding (formally known as
Concord Investments Corp.) acquired each issued and outstanding
share of common stock, par value $1.00 per share, of the Company in
exchange for the right to receive $107.00 in cash per share without
interest. As a result of the consummation of the share exchange on
July 14, 2010, all shares of common stock of the Company were
exchanged for the right to receive the share exchange consideration
and the Company became a wholly owned subsidiary of EMD Holding,
and in accordance with Section 10.11 of the Indenture, the Notes
will now be convertible solely into cash and will no longer be
potentially convertible in part into shares of common stock.
The conversion rate is 11.0485 shares of common stock per $1,000
principal amount of Notes and, based on the share exchange
consideration, the conversion price is $1,182.19 per $1,000
principal amount of Notes.
Holders of Notes should read the notices they will receive
carefully and consult with such holders' own financial and tax
advisors in determining, and make such Holders own decision as to,
whether or not, and to which extent such holder will exercise any
rights under the Indenture or to have its Notes redeemed on
December 1, 2011. The notices will contain further details
regarding the Redemption, the Purchase at Holder's Option, the
convertibility of the Notes in connection as a result of the
Redemption, and the convertibility at any time between November 1,
2011, and December 1, 2011. It also contains important information
as to the procedures and timing for the exercise of the rights of
holders and the redemption of the Notes.
Holders should note that in case a holder does not exercise the
Conversion Based on Redemption, the conversion at any time between
November 1, 2011, and December 1, 2011, or the Purchase at Holder's
Option, their Notes will be automatically subject to redemption on
December 1, 2011.
Additional Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Millipore
Corporation.
Forward-Looking Statements
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors,
including the risks to both companies that the acquisition of
Millipore will not be consummated as the transaction is subject to
certain closing conditions. In addition, if and when the
transaction is consummated, there will be risk and uncertainties
related to Merck’s ability to successfully integrate the products
and employees of Merck and Millipore. These risks, uncertainties
and other factors, and the general risks associated with the
respective businesses of Merck and Millipore as described in the
reports and other documents filed by each of them with the SEC,
could cause actual results to differ materially from those referred
to in the forward-looking statements. The reader is cautioned not
to rely on these forward-looking statements. All forward-looking
statements are based on information currently available to Merck
and Millipore, and neither Merck nor Millipore assumes any
obligation to update any such forward-looking statements included
in this press release.
* * *
About Millipore
Millipore Corporation is a wholly-owned subsidiary of Merck KGaA
of Germany and part of the EMD Millipore division of Merck KGaA. It
offers a broad range of innovative, performance products, services
and business relationships that enable its customers' success in
research, development and production of biotech and pharmaceutical
drug therapies. Through dedicated collaboration on new scientific
and engineering insights, and as one of the top three R&D
investors in the Life Science Tools industry, EMD Millipore serves
as a strategic partner to customers and helps advance the promise
of life science.
Headquartered in Billerica, Massachusetts, the EMD Millipore
division has around 10,000 employees, operations in 67 countries
and 2010 revenues of USD 2.5 billion. EMD Millipore operates as
Merck Millipore outside the U.S. and Canada.
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