Merck KGaA / Key word(s): Mergers & Acquisitions/Acquisition 05.12.2013 08:00 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Merck Reaches Agreement on Recommended Cash Offer for AZ Electronic Materials to Strengthen Performance Materials Division Merck, a global pharmaceutical, chemical and life science company, today announced an agreement with the Board of Directors of AZ Electronic Materials (AZ) regarding a recommended cash offer for the entire share capital of AZ 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. According to the terms of the agreement, Merck is offering GBpence 403.5 per share of AZ in cash, valuing AZ at around GBP 1.6 billion (around EUR 1.9 billion). The offer represents a premium of around 41% over the 3-month volume-weighted average share price of AZ. The Board of Directors of AZ intends to recommend that the company's shareholders accept the offer and the directors have irrevocably undertaken to tender their own shares (representing approximately 0.7% of the issued share capital of AZ). The acquisition will be 100 percent financed by existing cash resources. The successful completion of the transaction is among others conditional upon antitrust clearance as well as a minimum acceptance level of 95% of the share capital. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: IMPORTANT NOTE NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION This ad hoc announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the offer document and the accompanying form of acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the offer document. The distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the availability of the Offer to AZ Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or AZ Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document. The Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any jurisdiction (including but not limited to, Canada, Australia and Japan) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to AZ Shareholders in such jurisdiction (a Restricted Jurisdiction), and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. 05.12.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Merck KGaA Frankfurter Str. 250 64293 Darmstadt Germany Phone: +49 (0)6151 72 - 3321 Fax: +49 (0)6151 72 - 913321 E-mail: [email protected] Internet: www.merck.de ISIN: DE0006599905 WKN: 659990 Indices: DAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart; Terminbörse EUREX; London, SIX End of Announcement DGAP News-Service ---------------------------------------------------------------------------