Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 1, 2010 (February 26,
2010)
|
MILLIPORE
CORPORATION
|
|||||
|
(Exact
name of registrant as specified in its charter)
|
|||||
|
MASSACHUSETTS
|
001-09781
|
04-2170233
|
|||
|
(State
or other
jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
||
| 290 Concord Road | ||
|
Billerica,
Massachusetts
|
01821
|
|
| (Address of principal executive offices) |
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (978)
715-4321
|
||
| Not Applicable |
|
|
|
(Former
name or former address, if changed since last report.)
|
||
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
□
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
√
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
□
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
□
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry
into a Material Definitive Agreement.
On February 28, 2010, Millipore Corporation, a Massachusetts
corporation (the “Company”), Merck KGaA, a German corporation with general
partners (“Parent”), and Concord Investments Corp., a Massachusetts corporation
wholly-owned by Parent (“Parent Sub”), entered into an Agreement and Plan of
Share Exchange (the “Plan of Share Exchange”).
The Plan of Share Exchange provides that, upon the terms and subject
to the conditions set forth in the Plan of Share Exchange, Parent Sub will
acquire all the issued and outstanding shares of common stock of the Company
(each, a “Company Share”) in exchange for the right to receive $107.00 in cash
(the “Share Exchange”), with the Company becoming a wholly owned subsidiary of
Parent Sub.
Consummation of the Share Exchange is subject to various conditions,
including, the approval of the Plan of Share Exchange by the Company’s
stockholders, the absence of legal restraints and the receipt of requisite
regulatory approvals. Consummation of the Share Exchange is not
subject to a financing condition.
The Plan of Share Exchange contains certain termination rights for
both Parent, on the one hand, and the Company, on the other hand. The
Plan of Share Exchange provides that, upon termination under specified
circumstances, the Company would be required to pay Parent a termination fee of
$230.0 million.
The foregoing summary of the Plan of Share Exchange, and the
transactions contemplated thereby, does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Plan of Share
Exchange, which is attached hereto as Exhibit 2.1 and incorporated herein by
reference.
The Plan of Share Exchange has been included to provide security
holders with information regarding its terms. It is not intended to
provide any other factual information about Parent or the
Company. The representations, warranties and covenants contained in
the Plan of Share Exchange were made solely for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to the Plan of
Share Exchange, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Plan of Share
Exchange instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from
those applicable to security holders. Security holders should not
rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or conditions of
Parent, the Company or Parent Sub. Moreover, information concerning
the subject matter of the representations and warranties may change after the
date of the Plan of Share Exchange, which subsequent information may or may not
be fully reflected in the Company’s public disclosures.
Additionally, on February 26, 2010, the Company, certain of its
subsidiaries and certain of its lenders entered into a third amendment of its
credit facility (the “Amendment”) modifying the definition of the term “change
of control” such that the entry into the Plan of Share Exchange or any similar
agreement would not constitute a “change of control”.
The foregoing summary of the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Certain of the lenders under the Amendment and their respective
affiliates, have performed, and may in the future perform for the Company and
its subsidiaries, various commercial banking, investment banking, underwriting
and other financial advisory services, for which they have received, and will
receive, customary fees and expense reimbursement.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE BUSINESS COMBINATION TRANSACTION REFERRED TO IN THE FOREGOING
INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement will be filed with the Securities
and Exchange Commission by the Company. Investors and security
holders may obtain a free copy of the proxy statement (when it is available) and
other documents filed by the Company with the SEC at the SEC’s website at
www.sec.gov. The proxy statement (when it is available) and these
other documents may also be obtained for free from the Company by directing a
request to Joshua S. Young, Director of Investor Relations for the Company, at
978-715-1527.
Investors may obtain a detailed list of names, affiliations and
interests of the participants in the solicitation of proxies of the Company’s
shareholders to approve the proposed business combination from the proxy
statement filed with the SEC (when it is available).
|
Item
9.01.
|
Financial
Statements and Exhibits
|
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
|
2.1
|
Agreement
and Plan of Share Exchange dated as of February 28, 2010 among Millipore
Corporation, Merck KGaA and Concord Investments Corp.
|
|
| 10.1 | Amendment No. 3 dated as February 26, 2010 among Millipore Corporation, certain of its subsidiaries, Bank of America, N.A., as administrative agent, and the other lenders named therein |
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| MILLIPORE CORPORATION | ||||
| Date: March 1, 2010 | By: | /s/ Martin D. Madaus | ||
| Name: | Martin D. Madaus | |||
| Title: | President & CEO | |||