Merck KGaA to Acquire AZ Electronic Materials for €1.9B

Merck KGaA

Reaches Agreement on Recommended Cash Offer for AZ Electronic Materials to Strengthen Performance Materials Division • Merck KGaA offering GBpence 403.5 per share of AZ Electronic Materials in cash • Offer values AZ Electronic Materials at around GBP 1.6 billion (around €1.9 billion) Darmstadt, Germany, December 5, 2013 – Merck KGaA, Darmstadt, Germany, a global pharmaceutical, chemical and life science company, today announced an agreement with the Board of Directors of AZ Electronic Materials (AZ) regarding a recommended cash offer for the entire share capital of AZ to further expand Merck KGaA's materials and specialty chemicals business by adding a globally leading premium supplier of high-tech materials for the electronics industry. According to the terms of the agreement, Merck KGaA, Darmstadt, Germany, is offering GBpence 403.5 per share of AZ in cash, valuing AZ at around GBP 1.6 billion (around € 1.9 billion). The offer represents a premium of around 41% over the 3-month volume-weighted average share price of AZ. The Board of Directors of AZ intends to recommend that the company's shareholders accept the offer and the directors have irrevocably undertaken to tender their own shares (representing approximately 0.7% of the issued share capital of AZ). The acquisition will be 100 percent financed by existing cash resources. The successful completion of the transaction is among others conditional upon antitrust clearance as well as a minimum acceptance level of 95% of the share capital.