Millipore Corporation Announces Change of Control and Right of Holders to Require Purchase of Its 5.875% Senior Notes Due

BILLERICA, Mass.--(BUSINESS WIRE)-- Millipore Corporation, a leading provider of technologies, tools and services for the global life science industry, announced previously that it was acquired (the “Acquisition”) by Merck KGaA (“Merck”) on July 14, 2010. As part of this transaction, all issued and outstanding shares of Millipore common stock were exchanged for $107 per share in cash.

Today, Millipore is delivering a notice to holders of its 5.875% Senior Notes Due 2016 (the “Notes”) that, pursuant to the indenture under which the Notes were issued (the “Indenture”), a Change of Control (as defined in the Indenture) occurred on July 14, 2010, when the Acquisition closed.

As a result of the Change of Control described above, holders of the Notes have the right to require Millipore to purchase all Notes they hold as of August 25, 2010 (the “Change of Control Purchase Date”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the Notes being repurchased. Holders also have the right to collect accrued and unpaid interest up to, but not including the Change of Control Purchase Date as well as any Additional Amounts (as defined in the Indenture) then payable on the purchase date, subject to the terms and conditions described in the Notice of Change of Control dated July 27, 2010. Millipore will pay the Change of Control Purchase Price in cash. The Change of Control Offer and withdrawal rights will expire at 5:00 p.m., Eastern time, on August 23, 2010, unless the Change of Control Offer is extended.

Holders of Notes should read carefully the notice (the “Notice”) they will be receiving regarding their right to have Millipore repurchase their Notes in connection with the Change of Control, as it contains important information as to the procedures and timing for the exercise of such rights. Millipore will continue to provide such financial and other information as required by and in accordance with the Indenture, including distribution to the Trustee, and will also publish such information on its website. The Company will also post a copy of the Notice on its website for Holders of the Notes to access.

Forward-Looking Statements

This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors. In addition, there will be risk and uncertainties related to Merck’s ability to successfully integrate the products and employees of Merck and Millipore. These risks, uncertainties and other factors, and the general risks associated with the business of Merck, and the business of Millipore as described in the reports and other documents filed with the SEC, could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Merck and Millipore, and neither Merck nor Millipore assumes any obligation to update any such forward-looking statements included in this press release.

About Millipore

Millipore, a subsidiary of Merck, is a Life Science leader providing cutting-edge technologies, tools, and services for bioscience research and biopharmaceutical manufacturing. As a strategic partner, we collaborate with customers to confront the world’s challenging human health issues. From research to development to production, our scientific expertise and innovative solutions help customers tackle their most complex problems and achieve their goals. Millipore Corporation has more than 6,000 employees worldwide. For more information, visit

Research. Development. Production.


Millipore Corporation
Joshua Young, 978-715-1527 or 800-225-3384
Director, Investor Relations
[email protected]
Millipore Corporation
Karen Hall, 978-715–1567
Director, Corporate Communications
[email protected]

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