Welcome!

News Feed Item

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

DARMSTADT, GERMANY -- (Marketwired) -- 04/23/14 -- Merck KGaA (FRANKFURT: MRK)

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

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

1. KEY INFORMATION

----------------------------------------------------------------------------
(a) Identity of the party to the offer Merck 15. Allgemeine Beteiligungs-
or person acting in concert making the GmbH, Darmstadt, Germany
disclosure:
----------------------------------------------------------------------------
(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 relationAZ Electronic Materials S.A.
to whose relevant securities this form
relates:
     Use a separate form for each
offeror/offeree
----------------------------------------------------------------------------
(d) Status of person making the        Offeror
disclosure:
     e.g. offeror, offeree, person
acting in concert with the
offeror/offeree (specify name of
offeror/offeree)
----------------------------------------------------------------------------
(e) Date dealing undertaken:           22 April  2014
----------------------------------------------------------------------------
(f)  Has the party previously          YES
disclosed, or is it today disclosing,  See Form 8 (OPD) Announcement of 5
under the Code in respect of any other December 2013 (via RNS)
party to this offer?
----------------------------------------------------------------------------

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:25,0000.01%
----------------------------------------------------------------------------
  (2) Derivatives (other than options):
----------------------------------------------------------------------------
  (3) Options and agreements to purchase/sell:
----------------------------------------------------------------------------
                                                  25,0000.01%
       TOTAL:
----------------------------------------------------------------------------

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.

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

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

(b) Derivatives transactions (other than options)

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

---------------------------------------------------------------------------

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

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

----------------------------------------------------------------------------

(ii) Exercising

----------------------------------------------------------------------------
Class of relevant securityProduct descriptionNumber of securities  Exercise
                            e.g. call option                      price per
                                                                     unit
----------------------------------------------------------------------------

----------------------------------------------------------------------------

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

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

4. OTHER INFORMATION

(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:23 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 [email protected]. 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 www.thetakeoverpanel.org.uk.

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, www.londonstockexchange.com. 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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The essence of data analysis involves setting up data pipelines that consist of several operations that are chained together – starting from data collection, data quality checks, data integration, data analysis and data visualization (including the setting up of interaction paths in that visualization). In our opinion, the challenges stem from the technology diversity at each stage of the data pipeline as well as the lack of process around the analysis.
What a difference a year makes. Organizations aren’t just talking about IoT possibilities, it is now baked into their core business strategy. With IoT, billions of devices generating data from different companies on different networks around the globe need to interact. From efficiency to better customer insights to completely new business models, IoT will turn traditional business models upside down. In the new customer-centric age, the key to success is delivering critical services and apps wit...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
Designing IoT applications is complex, but deploying them in a scalable fashion is even more complex. A scalable, API first IaaS cloud is a good start, but in order to understand the various components specific to deploying IoT applications, one needs to understand the architecture of these applications and figure out how to scale these components independently. In his session at @ThingsExpo, Nara Rajagopalan is CEO of Accelerite, will discuss the fundamental architecture of IoT applications, ...
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit y...
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
In his session at 18th Cloud Expo, Bruce Swann, Senior Product Marketing Manager at Adobe, will discuss how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects). Bruce Swann has more than 15 years of experience working with digital marketing disciplines like web analytics, social med...
Cloud computing changed data analytics for good. It enabled companies to drastically decrease resources and architecture previously assigned with business intelligence departments. It also enabled laymen to run advanced business analytics. Cloud was also the architecture of choice for storing and processing big data. Data piling is a continuous process, which is going to explode with emerging Internet of Things concept. Answer to this issue developers found in new concept called fog computing. ...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
There are several IoTs: the Industrial Internet, Consumer Wearables, Wearables and Healthcare, Supply Chains, and the movement toward Smart Grids, Cities, Regions, and Nations. There are competing communications standards every step of the way, a bewildering array of sensors and devices, and an entire world of competing data analytics platforms. To some this appears to be chaos. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will discuss the vast to...
Many banks and financial institutions are experimenting with containers in development environments, but when will they move into production? Containers are seen as the key to achieving the ultimate in information technology flexibility and agility. Containers work on both public and private clouds, and make it easy to build and deploy applications. The challenge for regulated industries is the cost and complexity of container security compliance. VM security compliance is already challenging, ...
As cloud and storage projections continue to rise, the number of organizations moving to the cloud is escalating and it is clear cloud storage is here to stay. However, is it secure? Data is the lifeblood for government entities, countries, cloud service providers and enterprises alike and losing or exposing that data can have disastrous results. There are new concepts for data storage on the horizon that will deliver secure solutions for storing and moving sensitive data around the world. ...
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
SYS-CON Events announced today the How to Create Angular 2 Clients for the Cloud Workshop, being held June 7, 2016, in conjunction with 18th Cloud Expo | @ThingsExpo, at the Javits Center in New York, NY. Angular 2 is a complete re-write of the popular framework AngularJS. Programming in Angular 2 is greatly simplified. Now it’s a component-based well-performing framework. The immersive one-day workshop led by Yakov Fain, a Java Champion and a co-founder of the IT consultancy Farata Systems and...
IoT generates lots of temporal data. But how do you unlock its value? How do you coordinate the diverse moving parts that must come together when developing your IoT product? What are the key challenges addressed by Data as a Service? How does cloud computing underlie and connect the notions of Digital and DevOps What is the impact of the API economy? What is the business imperative for Cognitive Computing? Get all these questions and hundreds more like them answered at the 18th Cloud Expo...