Intermolecular stockholders approve acquisition by Merck KGaA, Darmstadt, Germany
Merck KGaA, Darmstadt, Germany, a leading science and technology company, today announced that its proposed transaction with Intermolecular, Inc. (NASDAQ: IMI) was approved by the stockholders of Intermolecular at a special meeting held on July 17, 2019. On May 6, 2019, Merck KGaA, Darmstadt, Germany, had signed a definitive agreement to acquire Intermolecular through a subsidiary for $1.20 per share in an all cash transaction, representing an equity value of approximately $62 million.
“We are very pleased with this positive development of Intermolecular’s stockholders approving our acquisition proposal. Uniting our existing strength in the materials business with Intermolecular’s unique processes and R&D capabilities will allows us to create game changing innovations in the electronics material space. Together, we expect to provide our customers with an enhanced combination of material and process know-how strengthening our service provider capabilities,” said Kai Beckmann, member of the Executive Board of Merck KGaA, Darmstadt, Germany, and CEO of Performance Materials.
The transaction is expected to close in the second half of 2019, subject to regulatory clearances and the satisfaction of other customary closing conditions. Intermolecular is a California-based company leading in advanced materials innovation. Intermolecular possesses application specific materials expertise, accelerated learning and experimentation platforms with powerful analytics infrastructure that perfectly complement the business and technology portfolio of Merck KGaA, Darmstadt, Germany’s Performance Materials business. Intermolecular’s fabrication and testing capabilities allow for material combinations to be tested directly within the specific target application for semiconductors, consumer electronics, aerospace and many other industries. In comparison to conventional methods these capabilities translate to major time reductions in the development process, dramatically accelerated learning cycles and insights into novel material systems to provide customers with a unique service value.
Merck KGaA, Darmstadt, Germany, will acquire Intermolecular through its subsidiary EMD Group Holding II, Inc.
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About Merck KGaA, Darmstadt, Germany
Merck KGaA, Darmstadt, Germany, a leading science and technology company, operates across healthcare, life science and performance materials. Around 52,000 employees work to make a positive difference to millions of people’s lives every day by creating more joyful and sustainable ways to live. From advancing gene editing technologies and discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices – the company is everywhere. In 2018, Merck KGaA, Darmstadt, Germany, generated sales of € 14.8 billion in 66 countries.
The company holds the global rights to the name and trademark “Merck” internationally. The only exceptions are the United States and Canada, where the business sectors of Merck KGaA, Darmstadt, Germany operate as EMD Serono in healthcare, MilliporeSigma in life science, and EMD Performance Materials. Since its founding 1668, scientific exploration and responsible entrepreneurship have been key to the company’s technological and scientific advances. To this day, the founding family remains the majority owner of the publicly listed company.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements based on current assumptions and forecasts made by Merck KGaA’s, Darmstadt, Germany, and EMD Group Holding II‘s management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of Merck KGaA, Darmstadt, Germany, and the estimates given here. These factors include the following: Merck KGaA’s, Darmstadt, Germany, and EMD Group Holding II‘s ability to successfully complete the proposed acquisition of Intermolecular or realize the anticipated benefits of the proposed transaction in the expected time-frames or at all; the ability of Merck KGaA, Darmstadt, Germany, to successfully integrate Intermolecular’s operations into those of Merck KGaA, Darmstadt, Germany; such integration may be more difficult, time-consuming or costly than expected; the failure of any of the conditions to the proposed transaction to be satisfied; revenues following the proposed transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction;the ability of Merck KGaA, Darmstadt, Germany to retain certain key employees at Intermolecular; risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the parties’ ability to meet expectations regarding the timing and completion of the proposed transaction; delays in obtaining any regulatory approvals required for the proposed transaction or an inability to obtain them on the terms proposed or on the anticipated schedule; the effects of the business combination on Intermolecular and EMD Group Holding II, including the combined company’s future financial condition, operating results, strategy and plans; and other factors discussed in Merck KGaA’s, Darmstadt, Germany, public reports which are available on the Merck KGaA, Darmstadt, Germany, website at www.emdgroup.com. Except as otherwise required by law, Merck KGaA, Darmstadt, Germany, and EMD Group Holding II assume no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Merck KGaA, Darmstadt, Germany, registered the effects of the Covid-19 pandemic in all business sectors in the second quarter. Healthcare and Performance Materials were affected most strongly.