Millipore Corporation exchanges common stock with Merck

Jul 17 2010

Millipore Corporation, a leading provider of technologies, tools and services for the global life science industry, today announced that Merck KGaA ("Merck") has completed its acquisition of Millipore (the "Acquisition") as of July 14, 2010. As part of the transaction, all issued and outstanding shares of Millipore common stock were exchanged for $107 per share in cash.

Millipore is delivering a notice to holders of its 3.75% Convertible Senior Notes Due 2026 (the "Notes"), pursuant to the indenture under which the Notes were issued (the "Indenture"), that the effective date of the Make-Whole Fundamental Change (as defined in the Indenture) was July 14, 2010 and that completion of the Acquisition triggered an increase in the Conversion Rate applicable to Notes surrendered for conversion during the Make-Whole Conversion Period.

As a result of the Make-Whole Fundamental Change described above, the Conversion Rate applicable to Notes that are surrendered for conversion during the Make-Whole Convertibility Period will be increased pursuant to Section 10.14 of the Indenture. The Make-Whole Applicable Increase (as defined in the Indenture) is 0.7519 Shares per $1,000 principal amount of Notes, which will result in an additional cash payment of $80.46 per $1,000 principal amount of Notes. In order to receive the increased Conversion Rate set forth above, Holders must surrender their Notes for conversion during the Make-Whole Conversion Period.

The Make-Whole Conversion Period during which Holders may surrender Notes for conversion at any time began on, and included June 14, 2010, the date that was 30 calendar days prior to the date originally announced by the Company as the anticipated Share Exchange Effective Time; and ends on, the later of (i) August 25, 2010, the date that is thirty (30) Business Days after the actual Share Exchange Effective Time which was July 14, 2010; and (ii) the "Fundamental Change Repurchase Date," which the Company will announce within twenty (20) Business Days after consummation of the Share Exchange.

Holders of notes should read carefully the notice being sent to Holders regarding their conversion rights and their right to require Millipore to repurchase their Notes in connection with the Make-Whole Fundamental Change, as it contains important information as to the procedures and timing for the exercise of such rights.

Source : Millipore Corporation