Millipore Corporation Reminds Holders of Its 3.75% Convertible Senior Notes That Make-Whole Conversion Period Expires August 25, 2010

BILLERICA, Mass.--(BUSINESS WIRE)--Aug 5, 2010 - Millipore Corporation, a leading provider of technologies, tools and services for the global life science industry, announced previously that it was acquired (the “Acquisition”) by Merck KGaA (“Merck”) on July 14, 2010. As part of this transaction, all issued and outstanding shares of Millipore common stock were exchanged for $107 per share in cash.

Today, Millipore is reminding all convertible bondholders who have not yet converted their Notes that the Make-Whole Conversion Period will expire on August 25, 2010.

As part of the Make-Whole Conversion Period, bondholders that convert by August 25, 2010 are eligible to receive a make whole premium in addition to the normal conversion price. Bondholders that submit their paperwork to the Paying Agent and surrender their Notes during the Make-Whole Conversion Period shall receive the following payout per $1,000 principal amount of Notes properly surrendered for conversion.

Initial conversion rate:     11.0485
 
Make-whole applicable increase:     0.7519
 
Conversion rate pre-August 25, 2010:     11.8004
 
Share exchange consideration (Reference Property):   $ 107.00
 
Payment for surrender of $1,000 principal amount of Notes:   $

 

1,262.64

 

       
       
When the Make-Whole Conversion Period ends on August 25, 2010, the current conversion window will also close and the Notes will no longer be convertible until another conversion window opens, if any. Any outstanding bondholders will continue to receive semi-annual interest payments in June and December, through at least December 2011.

The Company has the right, at its option, at any time on or after December 1, 2011, to redeem all outstanding Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest. While the Company is unable to give any assurances that such Redemption will in fact occur, the Company currently anticipates the Redemption of all outstanding Notes in December 2011. As a result, bondholders that fail to convert during the current conversion window which expires August 25, 2010, may be required in December 2011 to sell their Notes back to the Company at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.

Any Redemption will trigger conversion rights, however bondholders that only exercise such conversion rights based on a Redemption in 2011 may receive less consideration than bondholders that convert during the current Make-Whole Conversion Period, i.e., expiring August 25, 2010. The increase of the Conversion Rate and the resulting additional cash payment of US$ 80.45 per $1,000 principal amount of Notes only applies to conversions during the current Make-Whole Conversion Period ending August 25, 2010. There will not be a make-whole increase if the Notes are only surrendered later for conversion as a result of a Redemption.

For illustrative purposes only, bondholders that only convert as a result of a Redemption by the Company in December 2011, would receive the following payout per $1,000 principal amount of Notes properly surrendered for conversion at that time.

Initial conversion rate:     11.0485    
 
Share exchange consideration (Reference Property):   $ 107.00    
 
Payment for surrender of $1,000 principal amount of Notes:   $ 1,182.19   ($80.45 less than today)
 
Approximate Interest earned June 2010 through November 2011:   $ 56.25    
 
Total Consideration (conversion plus interest):   $

 

1,238.44

 

   
           
           
Each Holder should review the Indenture and all Notices carefully and consult with such Holder's own financial and tax advisors, and make such Holder's own decision as to, whether or not to surrender Notes for conversion prior to August 25, 2010. None of the Company, its board of directors, officers, shareholders or other representatives, nor the Paying Agent or Conversion Agent, are making any representation or recommendation to any Holder as to whether or not to surrender Notes for conversion prior to August 25, 2010.

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. 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.

About Millipore

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.

Contact: Investors:
Millipore Corporation
Joshua Young
Director, Investor Relations
978-715-1527
800-225-3384
joshua_young@millipore.com
or
Media:
Millipore Corporation
Karen Hall, 978-715–1567
Director, Corporate Communications
karen_hall@millipore.com
http://www.millipore.com

 

Posted: August 2010


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