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
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
The IoT has the potential to create a renaissance of manufacturing in the US and elsewhere. In his session at 18th Cloud Expo, Florent Solt, CTO and chief architect of Netvibes, will discuss how the expected exponential increase in the amount of data that will be processed, transported, stored, and accessed means there will be a huge demand for smart technologies to deliver it. Florent Solt is the CTO and chief architect of Netvibes. Prior to joining Netvibes in 2007, he co-founded Rift Technol...
If there is anything we have learned by now, is that every business paves their own unique path for releasing software- every pipeline, implementation and practices are a bit different, and DevOps comes in all shapes and sizes. Software delivery practices are often comprised of set of several complementing (or even competing) methodologies – such as leveraging Agile, DevOps and even a mix of ITIL, to create the combination that’s most suitable for your organization and that maximize your busines...
Struggling to keep up with increasing application demand? Learn how Platform as a Service (PaaS) can streamline application development processes and make resource management easy.
New Relic, Inc. has announced a set of new features across the New Relic Software Analytics Cloud that offer IT operations teams increased visibility, and the ability to diagnose and resolve performance problems quickly. The new features further IT operations teams’ ability to leverage data and analytics, as well as drive collaboration and a common, shared understanding between teams. Software teams are under pressure to resolve performance issues quickly and improve availability, as the comple...
The proper isolation of resources is essential for multi-tenant environments. The traditional approach to isolate resources is, however, rather heavyweight. In his session at 18th Cloud Expo, Igor Drobiazko, co-founder of elastic.io, will draw upon their own experience with operating a Docker container-based infrastructure on a large scale and present a lightweight solution for resource isolation using microservices. He will also discuss the implementation of microservices in data and applicat...
See storage differently! Storage performance problems have only gotten worse and harder to solve as applications have become largely virtualized and moved to a cloud-based infrastructure. Storage performance in a virtualized environment is not just about IOPS, it is about how well that potential performance is guaranteed to individual VMs for these apps as the number of VMs keep going up real time. In his session at 18th Cloud Expo, Dhiraj Sehgal, in product and marketing at Tintri, will discu...
Join IBM June 8 at 18th Cloud Expo at the Javits Center in New York City, NY, and learn how to innovate like a startup and scale for the enterprise. You need to deliver quality applications faster and cheaper, attract and retain customers with an engaging experience across devices, and seamlessly integrate your enterprise systems. And you can't take 12 months to do it.
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, will discuss how research has demonstrated the value of Machine Learning in delivering next generation analytics to im...
This is not a small hotel event. It is also not a big vendor party where politicians and entertainers are more important than real content. This is Cloud Expo, the world's longest-running conference and exhibition focused on Cloud Computing and all that it entails. If you want serious presentations and valuable insight about Cloud Computing for three straight days, then register now for Cloud Expo.
As you respond to increasing requests for new analytics, you need fast and flexible technology in your arsenal so that you can deploy the right workload to the right platform for the need at hand. Do you need self-service and fast time to value? Do you have data and application control and privacy needs, along with strict SLAs to meet? IBM dashDB™ is data warehouse technology powered by in-memory computing and in-database analytics that are designed for fast results, scalability and more.
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
IoT device adoption is growing at staggering rates, and with it comes opportunity for developers to meet consumer demand for an ever more connected world. Wireless communication is the key part of the encompassing components of any IoT device. Wireless connectivity enhances the device utility at the expense of ease of use and deployment challenges. Since connectivity is fundamental for IoT device development, engineers must understand how to overcome the hurdles inherent in incorporating multipl...