德国默克制药公司(Merck KGaA)出价72亿欲收购密理博(Millipore)

  
德国默克制药公司(Merck KGaA)和密理博(Millipore)共同宣布达成一项协议，默克同意以每股107美元的现金收购Millipore，基于密理博在2009年12月31日的净发流通股5630万股计算，共需约付60亿美元现金，再加上包括承担的债务，默克公司将以72亿美元完成收购Millipore，从而扩大默克在药物和化学品的生产，进入生命科学领域。该协议已经得到双方董事局的批准，但仍有待Millipore的股东批准该交易。

这标志着默克最终击败竞购对手Thermo Fisher收购Millipore成功。上周有报道称，全球最大的实验室设备制造商赛默飞世尔科技有限公司(Thermo Fisher Scientific Inc)已经对密理博发起主动收购要约，要约价格约为60亿美元。默克的出价较Millipore周五的收盘价溢价13%。

默克执行董事长Dr. Karl-Ludwig Kley表示，这次合并对于双方的股东，顾客和员工来说都非常吸引, 这是一次完美的战略整合。

默克公司表示，收购成功将会扩大公司的业务范围，并将在生命科学领域每年创造29亿美元的价值。这个利润丰厚的领域将会带来可观的收益增长。目前，化学品业务约占该公司总收入的25%，等交易完成后，化学品销售业务有望提高到35%。这一交易预计将在2010年下半年完成。

Millipore在30多个国家的约6000名员工，在2009财年共产生了16.5亿美元的销售额。默克公司表示，它将保留Millipore公司在里卡的总部，并与默克公司的美国总部相结合，Millipore的高级管理人员不变。默克公司预计，交易结束后，合并业务可在3年内节省1亿美元（7500万欧元）。

默克在声明中称,并购完成後其生命科学研究材料及设备业务的年营收将在21亿欧元(27亿美元)。而Millipore去年的营收为12.1亿欧元(16.5亿美元)。默克公司表示，将由美国美林、法国巴黎银行和德国商业银行提供的可用现金和有期贷款进行交易，同时计划通过发行债券替换Millipore的一部分设施。

相关信息
 

赛默飞世尔拟60亿美元收购密理博

 Merck新闻稿 
Merck KGaA and Millipore Announce Transaction

• Merck to acquire all outstanding Millipore shares for US$ 107 per share in cash, creating a world-class partner for the life science sector
• Agreed transaction valued at approximately € 5.3 billion (US$ 7.2 billion)
• Combination will create a € 2.1 billion (US$ 2.9 billion) partner for the Life Science sector and transform Merck Chemicals
• Combined business will have significant scale in high-growth bioresearch and bioproduction segments
• Merck intends to retain Millipore’s headquarters in Billerica, Massachusetts

Darmstadt, Germany and Billerica, MA - February 28, 2010 – Merck KGaA, a global pharmaceutical and chemical company, and Millipore Corporation (NYSE: MIL), a leading Life Science company based in Billerica, Massachusetts, USA, today announced that they have entered into a definitive agreement under which Merck KGaA will acquire all outstanding shares of common stock of Millipore, for US$ 107 per share in cash, or a total transaction value, including net debt, of approximately € 5.3 billion (US$ 7.2 billion). The transaction was approved by the boards of directors of both companies. Millipore and Merck will create a € 2.1 billion (US$ 2.9 billion) world-class partner for the Life Science sector, achieving significant scale in high-margin specialty products with an attractive growth profile.

“This transaction is very attractive to shareholders, customers and employees of both companies,” said Dr. Karl-Ludwig Kley, Chairman of the Executive Board of Merck. “This is a combination with an excellent strategic fit, which will allow us to cover the entire value chain for our pharma and biopharma customers, offering in entire value chain for our pharma and biopharma customers, offering integrated solutions beyond chemicals.”

Millipore has a strong position in the attractive bioresearch and bioproduction segments, offering a comprehensive range of products, technologies and services for pharma and biotech companies, as well as for academia, to improve laboratory productivity and to develop and optimize manufacturing processes. In 2009, Millipore generated sales of US$ 1.7 billion, with around 6,000 employees in more than 30 countries.

Martin Madaus, Chairman, President and CEO of Millipore said, “Over the past five years, we have transformed Millipore into a life science leader by driving innovation, entering new markets, and generating exceptional operational performance. Today’s announcement, which is the outcome of a thorough strategic review process, is a validation of the tremendous value of the Millipore brand and a testament to the value this transformation has created for all of our stakeholders. We are excited to join a high-quality company like Merck as we will gain greater scale and scope in the life science industry. This is a very positive outcome for our employees and customers as we continue to build on our strategy for growth, while maintaining our headquarters in Billerica.”

Together, Millipore and Merck will have a significant presence in high-growth segments and an enhanced geographic presence. Combining the research and development capabilities of both companies will create a powerful innovation platform to develop cutting-edge technologies that are tailored even more closely to the needs of customers.

Dr. Kley added: “By combining Millipore’s bioscience and bioprocess knowledge with our own expertise in serving pharma customers, we will be able to unlock value in our chemicals business and transform it into a strong growth driver for Merck. Through this acquisition, we will expand the overall product offering of the Merck Group, using the well-recognized Millipore brand in addition to our own brand.”

The acquisition is fully in line with Merck’s strategy of focusing on high-margin, specialty products with an attractive growth profile. In addition, the transaction will lead to a more balanced business profile for the Group. Currently, the Chemicals business sector generates around 25% of Merck’s total revenues. Following the transaction, the chemicals business will contribute 35% of total Group revenues of € 8.9 billion (pro forma), driven by its strong Liquid Crystals business and the new world-class life science business.

In order to ensure a seamless integration of the two businesses, Merck will apply a “best of both worlds” integration approach across all operating business functions. Merck plans to build on Millipore’s talented workforce and intends to retain its senior management. The company also plans to maintain Millipore’s headquarters in Billerica and combine it with Merck’s U.S. chemicals headquarters. Merck expects that the combined business will generate annual cost synergies of around US$ 100 million (€ 75 million), which Merck expects to realize within three years from the closing of the transaction.

The acquisition will be funded through available cash and a term loan provided by Bank of America Merrill Lynch, BNP Paribas and Commerzbank Aktiengesellschaft. Merck plans to replace part of the facility through the issuance of bonds. Merck is committed to retaining a solid investment-grade rating.

Completion of the acquisition requires the approval of Millipore shareholders, for which Millipore will call a special shareholders meeting, and the satisfaction of other customary conditions, including antitrust clearance. Due to the fact that the two businesses are highly complementary, Merck expects that the transaction will clear regulatory review. Merck anticipates that the transaction will be completed in the second half of 2010, at which time all outstanding shares of Millipore common stock will be exchanged for the right to receive the agreed cash payment.

Guggenheim Securities, LLC and Perella Weinberg Partners LP have acted as financial advisors to Merck in the transaction, and Skadden, Arps, Slate, Meagher & Flom LLP served as the Group’s legal advisor. Goldman Sachs & Co. acted as financial advisor to Millipore, and Cravath, Swaine & Moore LLP and Ropes & Gray LLP acted as Millipore’s legal advisors.


NOTE TO EDITORS:

Further information:
 

Please find further information on Merck’s corporate website www.merck.de

A pre-recorded interview with Merck Chairman of the Executive Board Dr. Karl-Ludwig Kley is available at www.merck.de

 

News Release

Media Call and Press Conference:
Merck Chairman of the Executive Board, Dr. Karl-Ludwig Kley, and Dr. Bernd Reckmann, Head of the Chemicals business sector, will discuss the transaction at a press conference on March 1, 2010 at 10:30 a.m. CET. The press conference will also be broadcast on Merck’s website: www.merck.de.

Analysts and Investor Call:
Merck Chairman of the Executive Board, Dr. Karl-Ludwig Kley, and Merck Chief Financial Officer, Dr. Michael Becker, will discuss the transaction in a conference call for European analysts and investors at 9 a.m. CET and for U.S. analysts and investors at 2:30 p.m. CET (8:30 a.m. EST), both on March 1, 2010.

Merck KGaA stock symbols:
Reuters: MRCG, Bloomberg: MRK GY, Dow Jones: MRK.DE
Frankfurt Stock Exchange: ISIN: DE 000 659 9905 - WKN: 659 990

About Merck
Merck is a global pharmaceutical and chemical company with total revenues of € 7.7 billion in 2009, a history that began in 1668, and a future shaped by approximately 33,000 employees in 61 countries. Its success is characterized by innovations from entrepreneurial employees. Merck's operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

About Millipore
Millipore (NYSE: MIL) 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 is an S&P 500 company with more than 6,000 employees worldwide.


 

The Information in this document may contain “forward-looking statements”. Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future businesses of Merck KGaA (Merck) and Millipore Corporation (Millipore) resulting from and following the proposed acquisition. These statements are based on the current expectations of Merck and Millipore and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to the fulfillment of certain closing conditions to the proposed transaction, and changes in global, political, economic, business, competitive, market and regulatory forces. Merck and Millipore do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors. Please refer to Millipore’s filings with the SEC, including its most recent Annual Report on Form 10-K, for more information on additional risks that could cause actual results to differ from the forward-looking statements made herein.

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Millipore by Merck. In connection with the proposed acquisition, Merck and Millipore intend to file relevant materials with the SEC, including Millipore’s proxy statement on Schedule 14A.

INVESTORS AND SECURITY HOLDERS OF MILLIPORE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING MILLIPORE’S PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.

Investors and security holders will be able to obtain all such documents, when they become available, free of charge through the website maintained by the SEC at www.sec.gov, or by directing a request to Joshua S. Young, Director of Investor Relations for Millipore, at 978-715-1527. Such documents are not currently available.

Merck and certain of its directors and executive officers and other persons, and Millipore and its directors and certain executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Millipore common stock in respect of the proposed acquisition. Information regarding such persons and a description of their interests in the transaction will be contained in the proxy statement when it is filed.

All Merck Press Releases are distributed by e-mail at the same time they become available on the Merck Website. Please go to http://www.subscribe.merck.de to register online, change your selection or discontinue this service.


For Merck:
 

Phyllis Carter
Phone +49 6151 72-7144

For Millipore:
 

Joshua Young
Director, Investor Relations
Millipore Corporation
(978) 715 - 1527
(800) 225 - 3384
joshua_young@millipore.com
 

Amanda Turton
Vice President, Corporate Communications
Millipore Corporation
(978) 715 - 1802
amanda_turton@millipore.com