Merck Extends Offer for AZ Electronic Materials to May 2

Merck announced that the timetable of its recommended cash offer for AZ Electronic Materials (AZ) has been extended by another two weeks as anti-trust clearance by the Ministry of Commerce of the People’s Republic of China (MOFCOM) is pending.

Discussions with MOFCOM are continuing, and Merck is focusing its efforts on obtaining Chinese anti-trust clearance as quickly as possible. Since the previous announcement was issued on March 14, 2014, MOFCOM has raised certain specific concerns that Merck is working with the Chinese authorities to address. Merck is confident that there will be a satisfactory explanation or solution to these concerns. The timetable will be extended until 1 p.m. (London time) on May 2, 2014.

“We are committed to completing our offer for AZ as quickly as possible,” said Karl-Ludwig Kley, chairman of the Executive Board of Merck. “Whilst Merck is confident that the concerns raised by MOFCOM are addressable, it is important for the stakeholders of both companies that we follow the appropriate procedure in China for receiving clearance from MOFCOM. We are actively engaged in discussions with MOFCOM and we trust in the Chinese authorities that our constructive discussions will lead to a timely and satisfactory solution for all parties involved.”

At 1:00 p.m. (London time) on April 18, 2014, Merck had received valid acceptances of the offer in respect of 257,241,143 AZ shares, representing approximately 67.53% of the existing issued share capital of AZ. As already announced on March 14, Merck will lower the acceptance threshold for the offer from 95% to 75% if the offer condition related to Chinese anti-trust clearance is satisfied. Apart from China, the necessary anti-trust clearances in Germany, Japan, Taiwan and the U.S. have already been granted.

On December 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.