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Merck KGaA (MKGAF.PK): Form 8 (DD) - AZ Electronic Materials S.A.

4/30/2014 10:59:19 AM

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DARMSTADT, GERMANY--(Marketwired - April 29, 2014) - Merck KGaA (FRANKFURT: MRK)



Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")


---------------------------------------------------------------------------- (a) Identity of the party to the offer or person Merck 15. Allgemeine acting in concert making the disclosure: Beteiligungs-GmbH, Darmstadt, Germany ---------------------------------------------------------------------------- (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient ---------------------------------------------------------------------------- (c) Name of offeror/offeree in relation to whose AZ Electronic Materials relevant securities this form relates: Use a S.A. separate form for each offeror/offeree ---------------------------------------------------------------------------- (d) Status of person making the disclosure: e.g. Offeror offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) ---------------------------------------------------------------------------- (e) Date dealing undertaken: 28 April 2014 ---------------------------------------------------------------------------- (f) Has the party previously disclosed, or is it No today disclosing, under the Code in respect of any other party to this offer? ----------------------------------------------------------------------------


(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

---------------------------------------------------------------------------- Class of relevant security: ---------------------------------------------------------------------------- Interests Short positions ----------------------------------- Number % Number % ---------------------------------------------------------------------------- (1) Relevant securities owned and/or controlled: 125,000 0.03% ---------------------------------------------------------------------------- (2) Derivatives (other than options): ---------------------------------------------------------------------------- (3) Options and agreements to purchase/sell: ---------------------------------------------------------------------------- TOTAL: 125,000 0.03% ----------------------------------------------------------------------------

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors' and other executive options)

---------------------------------------------------------------------------- Class of relevant security in relation to which subscription right exists: ---------------------------------------------------------------------------- Details, including nature of the rights concerned and relevant percentages: ----------------------------------------------------------------------------

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.


(a) Purchases and sales

---------------------------------------------------------------------------- Class of relevant security Purchase/sale Number of securities Price per unit ---------------------------------------------------------------------------- Ordinary Shares of US$0.10 each Purchase 25,000 402p ----------------------------------------------------------------------------

(b) Derivatives transactions (other than options)

---------------------------------------------------------------------------- Nature of dealing e.g. opening/closing a long/short position, Class increasing/ Number of Product reducing a of Price relevant description long/short reference per security e.g. CFD position securities unit ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

---------------------------------------------------------------------------- Number of Option Writing, securities Type money Class Product purchasing, to Exercise e.g. paid/ of description selling, which price American, received relevant e.g. call varying option per European Expiry per security option etc. relates unit etc. date unit ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

(ii) Exercising

---------------------------------------------------------------------------- Class of relevant Product description Exercise price security e.g. call option Number of securities per unit ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

(d) Other dealings (including subscribing for new securities)

---------------------------------------------------------------------------- Nature of dealing Class of relevant e.g. subscription, Price per unit (if security conversion Details applicable) ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.


(a) Indemnity and other dealing arrangements

---------------------------------------------------------------------------- Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person: If there are no such agreements, arrangements or understandings, state "none" ---------------------------------------------------------------------------- None ----------------------------------------------------------------------------

(b) Agreements, arrangements or understandings relating to options or derivatives

---------------------------------------------------------------------------- Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" ---------------------------------------------------------------------------- None ----------------------------------------------------------------------------

(c) Attachments

Are any Supplemental Forms attached?

---------------------------------------------------------------------------- Supplemental Form 8 (Open Positions) NO ---------------------------------------------------------------------------- Supplemental Form 8 (SBL) NO ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Date of disclosure: 29 April 2014 ---------------------------------------------------------------------------- Contact name: Tim Nielsen ---------------------------------------------------------------------------- Telephone number: +49 6151 72 8680 ----------------------------------------------------------------------------

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at

Notice to US holders of AZ Shares

The Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.

The Offer is being made for the securities of a Luxembourg company with a listing on the London Stock Exchange. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on the AZ Group included in the Offer Document has been prepared in accordance with IFRS and the financial information on the Merck Group included in the Offer Document has been prepared in accordance with IFRS, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Offer by a US holder of AZ Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each AZ Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer will be made in the United States by Bidco and no one else. Neither BofA Merrill Lynch nor Rothschild nor Goldman Sachs International nor UBS Limited, nor any of their respective affiliates, is or will be making the Offer in the United States.

It may be difficult for US holders of AZ Shares to enforce their rights and any claim arising out of US federal securities laws, since Bidco and Merck are incorporated under the laws of Germany and AZ is incorporated under the laws of Luxembourg, and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Bidco, Merck and AZ are located outside the United States. US holders of AZ Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK market practice, Bidco, or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, AZ Shares outside the Offer before or during the period in which the Offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed to all investors to the extent required in the United Kingdom, the United States or Luxembourg, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.

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