Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - MILLIPORE CORP /MA | form8-k.htm |
| To: | Directors and Executive Officers of Millipore Corporation |
| Date: | April 27, 2010 |
| Subject: | Notice of Blackout Period and Regulation BTR Trading Restrictions |
This
blackout notice (“Blackout Notice”) is being provided in order to notify you
that directors and executive officers of Millipore Corporation (“Millipore”)
will be prevented from buying or selling shares of Millipore common stock (such
shares, “Millipore Shares”, and such stock, “Millipore Stock”) from May
27, 2010 at 4 p.m. Eastern Time through the week of June 27, 2010 (which
period may be extended or shortened, as described below). This is due
to a “blackout period” with respect to the Millipore Common Stock Fund (the
“Millipore Stock Fund”) in the Millipore Corporation Employees’ Participation
and Savings Plan (the “Plan”) that will apply in connection with the anticipated
acquisition of Millipore by Merck KGaA, pursuant to which shares of Millipore
common stock (“Millipore Shares”) will be exchanged for cash consideration (the
“Share Exchange”).
The
blackout period will occur because, in connection with the Share Exchange, the
Millipore Stock Fund will be eliminated from the Plan, and the administrator of
the Plan will impose restrictions on certain transactions involving the
participants’ accounts and the Millipore Stock Fund for a short period of time
in order to implement such elimination. During this time, participants will be
unable to diversify the portions of their accounts invested in the Millipore
Stock Fund, direct contributions to be invested in the Millipore Stock Fund,
obtain a loan from the Plan if they have balances currently invested in the
Millipore Stock Fund or obtain distributions from the Plan if they have balances
currently invested in the Millipore Stock Fund.
Section 306(a) of the Sarbanes-Oxley Act and Regulation
BTR (i.e., the Blackout Trading Restriction), promulgated by the
Securities and Exchange Commission (“SEC”), generally require a blackout period
to be imposed during which directors and executive officers are subject to
trading restrictions if 50% or more of the participants in all individual
account plans of an issuer are prohibited from engaging in transactions with
respect to the issuer’s equity securities in their plan accounts for more than
three consecutive business days, and also generally require that we
provide you and the SEC with advance notice of such a blackout
period.
During
the blackout period, whether or not you participate in the Plan, your ability to
exercise or receive Millipore stock options or other Millipore equity awards or
otherwise trade in Millipore Shares held outside of
the Plan will be restricted. Specifically, you will be prohibited
from directly or indirectly purchasing, selling, acquiring or transferring any
Millipore Share or derivative security with respect to Millipore Shares that you
acquired in connection with your service or employment as a director or
executive officer of Millipore (or any successor or subsidiary
corporation).
The
trading restrictions will not apply to Millipore Shares that were not acquired
in connection with your service as a director or executive officer. You should note,
however, that there is a rebuttable presumption that any Millipore Shares sold
during a blackout period are not exempt from the rule (i.e., you will bear the
burden of proving that the securities were not “acquired in connection with
service or employment”). In addition, the SEC’s rules provide a
limited number of exemptions from the trading restriction; most notably these
include bona fide gift transactions and purchases or sales under qualified
“10b5-1 plans”. We strongly recommend that you consult with us before
entering into any transaction in Millipore Shares during the blackout
period.
Please
note that trading restrictions implemented because of a blackout period are
in addition
to any trading restrictions under Millipore’s insider trading
policy.
As noted above, the blackout period, and therefore any
period of trading restrictions for directors and executive officers of
Millipore, is scheduled to begin on May 27, 2010 at 4 p.m. Eastern Time and is
scheduled to end during the week of June 27, 2010. The
blackout period may be extended or shortened as deemed necessary by Millipore in
view of the timing of the closing of the Share Exchange. You will be notified directly in the event that there
are changes to the dates.
After the
blackout period ends, you will be permitted to resume transactions in Millipore
Shares, subject to the requirements of the Millipore’s insider trading
policy.
Questions
regarding this Blackout Notice or the blackout period may be directed
to:
Jeffrey Rudin
Vice President & General
Counsel
290 Concord Road
Billerica, Massachusetts,
01821
(978) 715-4321
Important
Legal Information
No
statement in this document is an offer to purchase or a solicitation of an offer
to sell securities.