Merck Extends Timeline for Offer for AZ Electronic Materials

Merck announced that in light of the timetable of the regulatory process in China for review of antitrust filings, the timeline of its recommended cash offer for AZ Electronic Materials (AZ) has been extended. Accordingly, the offer has been extended until 1.00 p.m. (GMT) on Feb. 28, 2014.

While discussions with the Ministry of Commerce of the People’s Republic of China (MOFCOM) have proceeded constructively, Merck and AZ have agreed, with the consent of the panel in accordance with the UK Code on Takeovers and Mergers, that the latest date by which the offer can become or be declared unconditional as to acceptances will be extended from Feb. 18, 2014, to the date 14 days after the earliest of either the granting of Chinese antitrust clearance by MOFCOM, or Feb. 28, 2014 (which is the last day of Phase 1 of MOFCOM’s review period).

The decision to extend the timetable has been made with a view to allowing MOFCOM to complete its review period in the ordinary course.

Separately, Merck today announced that antitrust clearance in Japan was granted with effect from February 10, 2014. As previously announced by Merck, the antitrust authorities in Germany, Taiwan and the U.S. have already granted early clearance.

As at 1:00 p.m. (GMT) on Feb. 14, 2014, Merck had received valid acceptances of the offer in respect of 203,310,984 AZ shares, representing approximately 53.37% of the existing issued share capital of AZ.

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.