Millipore Corporation Announces Fundamental Change Relating to Its 3.75% Convertible Senior Notes Due 2026

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 3.75% Convertible Senior Notes Due 2026 (the “Notes”) that, pursuant to the indenture under which the Notes were issued (the “Indenture”), Fundamental Changes (as defined in the Indenture) occurred on July 14, 2010 when the Acquisition closed and on July 25, 2010 when Millipore common stock ceased to be listed on the New York Stock Exchange.

As a result of the Fundamental Changes described above, holders of the Notes have the right (the “Fundamental Change Repurchase Right”) to require Millipore to purchase all Notes (or portions thereof that are integral multiples of $1,000 in principal amount) as of August 25, 2010 (the “Fundamental Change Repurchase Date”) at a purchase price (the “Fundamental Change Repurchase Price”) equal to 100% 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 Fundamental Change Repurchase Date. Millipore will pay the Fundamental Change Repurchase Price in cash. The Fundamental Change Repurchase Right and withdrawal rights will expire at 5:00 p.m., Eastern time, on August 20, 2010, the third Business Day immediately preceding the Fundamental Change Repurchase Date.

As a result, the Make-Whole Conversion Period during which Holders may surrender Notes for conversion at any time during the period that began on, and included June 14, 2010, will also end on August 25, 2010.

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

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
Director, Investor Relations
[email protected]
Millipore Corporation
Karen Hall, 978-715–1567
Director, Corporate Communications
[email protected]

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