Millipore Corporation Announces Effective Date of Make-Whole Fundamental Change and Increase in Conversion Rate Due to Make-Whole Fundamental Change Relating to Its 3.75% Convertible Senior Notes Due 2026
BILLERICA, Mass.--(BUSINESS WIRE)--Jul 16, 2010 - Millipore Corporation, a leading provider of technologies, tools and services for the global life science industry, today announced that Merck KGaA (“Merck”) has completed its acquisition of Millipore (the “Acquisition”) as of July 14, 2010. As part of the transaction, all issued and outstanding shares of Millipore common stock were exchanged for $107 per share in cash.
Millipore is delivering a notice to holders of its 3.75% Convertible Senior Notes Due 2026 (the “Notes”), pursuant to the indenture under which the Notes were issued (the “Indenture”), that the effective date of the Make-Whole Fundamental Change (as defined in the Indenture) was July 14, 2010 and that completion of the Acquisition triggered an increase in the Conversion Rate applicable to Notes surrendered for conversion during the Make-Whole Conversion Period.
As a result of the Make-Whole Fundamental Change described above, the Conversion Rate applicable to Notes that are surrendered for conversion during the Make-Whole Convertibility Period will be increased pursuant to Section 10.14 of the Indenture. The Make-Whole Applicable Increase (as defined in the Indenture) is 0.7519 Shares per $1,000 principal amount of Notes, which will result in an additional cash payment of $80.46 per $1,000 principal amount of Notes. In order to receive the increased Conversion Rate set forth above, Holders must surrender their Notes for conversion during the Make-Whole Conversion Period.
The Make-Whole Conversion Period during which Holders may surrender Notes for conversion at any time began on, and included June 14, 2010, the date that was 30 calendar days prior to the date originally announced by the Company as the anticipated Share Exchange Effective Time; and ends on, the later of (i) August 25, 2010, the date that is thirty (30) Business Days after the actual Share Exchange Effective Time which was July 14, 2010; and (ii) the “Fundamental Change Repurchase Date,” which the Company will announce within twenty (20) Business Days after consummation of the Share Exchange.
Holders of notes should read carefully the notice being sent to Holders regarding their conversion rights and their right to require Millipore to repurchase their Notes in connection with the Make-Whole Fundamental Change, as it contains important information as to the procedures and timing for the exercise of such rights.
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. In addition, 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 business of Merck, and the business of Millipore as described in the reports and other documents filed 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.
Millipore, a subsidiary of Merck, is a Life Science leader providing cutting-edge technologies, tools, and services for bioscience research and biopharmaceutical manufacturing. As a strategic partner, we collaborate with customers to confront the world's challenging human health issues. From research to development to production, our scientific expertise and innovative solutions help customers tackle their most complex problems and achieve their goals. Millipore Corporation has more than 6,000 employees worldwide. For more information, visit www.millipore.com.
ADVANCING LIFE SCIENCE TOGETHER®
Research. Development. Production.
Joshua Young, 978-715-1527 or 800-225-3384
Director, Investor Relations
Karen Hall, 978-715–1567
Director, Corporate Communications
Posted: July 2010