Merck Extends Offer for AZ Electronic Materials to April 18

Merck announced that it agreed to further extend the timetable of its recommended cash offer for AZ Electronic Materials (AZ). Accordingly, the offer to AZ shareholders has been extended until 1.00 p.m. (GMT) on April 18, 2014.

Since the date of the last announcement on Feb. 28, Merck has continued to have constructive dialogue with the Ministry of Commerce of the People’s Republic of China (MOFCOM) and expects to obtain Chinese antitrust clearance by April 18, 2014. In the meantime, MOFCOM’s review continues in the ordinary course. In light of the constructive discussions with MOFCOM, Merck does not expect that a further extension of the offer timetable will be required after April 18, 2014.

According to this agreement, the latest date by which the offer can become or be declared unconditional as to acceptances will be extended to the date 14 days after the earliest of either the granting of Chinese antitrust clearance, or April 18, 2014.

If the condition to the offer relating to Chinese antitrust clearance is satisfied, Merck will lower the acceptance threshold for the offer from 95% to 75%. As at 1:00 p.m. (GMT) on March 14, 2014, Merck had received valid acceptances of the offer in respect of 244,673,095 AZ shares, representing approximately
64.23 percent of the existing issued share capital of AZ.

Apart from China, the necessary antitrust clearances in Germany, Japan, Taiwan and the United States have been granted.

On Dec. 5, 2013, Merck announced that it had reached an agreement with the AZ board regarding a recommended cash offer for AZ, the strategic rationale of which is to further expand Merck’s materials and specialty chemicals business by adding a globally leading premium supplier of high-tech materials for the electronics industry.