BILLERICA, Mass. & DARMSTADT, Germany–(Business Wire)–
Merck KGaA*, a global pharmaceutical and chemical company, today announced the
successful completion of its acquisition of Millipore Corporation (formerly
NYSE: MIL), a leading Life Science company based in Billerica, Massachusetts,
USA, for an aggregate purchase price including debt and cash of approximately
$7.0 billion. Merck agreed to acquire Millipore on February 28, 2010 for $107 in
cash per share of Millipore common stock. The closing follows the approval of
the acquisition by Millipore`s shareholders at a special meeting held on June 3,
2010 and the satisfaction of other customary conditions, including antitrust
clearance in the United States and Europe. Merck will now begin the process of
delisting the shares of Millipore from the New York Stock Exchange and removing
the shares from registration with the U.S. Securities and Exchange Commission.
“With today`s launch of EMD Millipore, we are creating a world-class partner for
the Life Science sector, with a comprehensive product offering and enhanced
global scale and innovative power,” said Dr. Karl-Ludwig Kley, Chairman of the
Merck Executive Board. “We will now move quickly to bring together the expertise
and complementary capabilities of both Merck and Millipore employees to capture
the significant opportunities in the high-growth, high-margin market segments
such as bio-research and bio-production.”
With the close of the transaction, Dr. Bernd Reckmann will assume the role of
Head of the EMD Millipore division. Dr. Reckmann joined Merck in 1986 working in
the diagnostics research unit. He has held several senior management positions
during his tenure and previously served as President of the Merck Companies in
Korea. In 2007, he was appointed to the Executive Board of Merck and as a
General Partner. Dr. Reckmann will continue to serve as Head of Merck`s
Chemicals Business Sector, overseeing both the EMD Millipore and Performance
Materials divisions, and as a member of the Executive Board.
“Both Merck and Millipore have a long and proud history of providing superior
products and solutions to their partners in the Life Science sector,” said Dr.
Reckmann. “The increased breadth of the EMD Millipore product portfolio,
together with the expertise of our talented people, will allow us to deepen our
customer relationships and gain the new insights we need to further drive
innovation. We will also bring together our research and development
capabilities, which will make EMD Millipore one of the top three investors in
R&D in the Life Science Tools industry. This, in turn, will enable us to create
greater value for our customers.”
Dr. Reckmann added, “Our vision for EMD Millipore is simple: we want to be the
most sought-after company in the world for advanced life science solutions. We
will foster intimacy and trust with our customers and business partners, and be
recognized for excellence in all that we do. I am confident in our ability to
achieve this vision given our complementary strengths and our commitment to our
customers and our communities. I am looking forward to getting started and
working alongside such a talented team.”
With 10,000 employees in 64 countries, EMD Millipore (Merck Millipore outside
U.S. and Canada) had pro forma revenues of $2.9 billion for fiscal year 2009. It
will be headquartered in Billerica, Massachusetts, and supported by locations
throughout the Americas, Europe and Asia-Pacific. The new division will offer a
comprehensive range of products, technologies and services for pharma and
biotech companies, as well as for academia, to improve laboratory productivity
and develop and optimize manufacturing processes. EMD Millipore will have
enhanced global manufacturing and distribution capabilities, which will allow it
to compete more effectively in the marketplace. Additionally, a larger sales
organization will lead to greater customer service and broader global sales
coverage, opening up new growth opportunities.
EMD Millipore will consist of three business units – Bioscience, Lab Solutions
and Process Solutions – and each unit will itself comprise a number of key focus
areas, known as business fields.
Integration planning progressing well: senior management team appointed
To ensure a swift and smooth integration, EMD Millipore has made significant
progress on the integration planning process and has appointed the senior
Following Merck`s “best-of-both-worlds” integration approach across all
operating business functions, the leaders for EMD Millipore are drawn from both
companies: Jon DiVincenzo (currently President of Millipore`s Bioscience
Division) will head up the Bioscience Business Unit; Klaus R. Bischoff
(currently President of the Merck`s Performance & Life Science Chemicals
Division) will lead the Lab Solutions Business Unit; Jean-Paul Mangeolle
(currently President of Millipore`s Bioprocess Division) will be the new head of
the Process Solutions Business Unit; and Peter C. Kershaw (currently Corporate
Vice President of Global Operations at Millipore) will head Operations.
Martin Madaus, CEO of Millipore, will not be joining EMD Millipore but will be
available as an advisor during the integration process. Charles Wagner, the CFO
of Millipore, and Bruce Bonnevier, Corporate Vice President for Human Resources
at Millipore, will leave the company. Joerg Hornstein, Chief Financial Officer
for Merck Serono in China, has been appointed as the new Head of Controlling for
EMD Millipore; Toni Spinazzola, Vice President for Human Resources at Millipore,
will become Head of Human Resources for EMD Millipore.
Merck expects that the majority of the integration decisions will be made by the
end of 2010. As already announced, Merck expects the combined business to
generate annual cost synergies of around $100 million, which Merck expects to
realize within three years from the closing of the transaction.
New Performance Materials division created
The second Chemicals division of Merck, Performance Materials, will be led by
Walter Galinat, currently head of the Liquid Crystals division. It will comprise
Merck`s current Materials businesses and activities – i.e. Liquid Crystals,
Pigments and Cosmetics businesses.
The launch of Performance Materials will combine Merck`s successful range of
materials-based products, technologies and innovative solutions as well as its
application know-how and customer-centric research to create an even more
compelling customer offering and open up additional growth opportunities. The
division will be able to more effectively address current and future megatrends
through R&D focused on future demand drivers and a broad portfolio of innovative
solutions and common customer engagement.
Mr. Galinat said, “The integration of our specialty chemicals materials
businesses in Performance Materials allows Merck to merge innovative chemical
research and development, strong application know-how, excellent product
solutions and distinctive customer focus in promising growth areas.” The
division had pro forma sales of more than $1.6 billion for fiscal year 2009,
with approximately 5,000 employees worldwide.
About EMD Millipore
EMD Millipore is the Life Science division of Merck KGaA of Germany and offers a
broad range of innovative, performance products, services and business
relationships that enable our customers` success in research, development and
production of biotech and pharmaceutical drug therapies. Through dedicated
collaboration on new scientific and engineering insights, and as one of the top
three R&D investors in the Life Science Tools industry, EMD Millipore serves as
a strategic partner to customers and helps advance the promise of life science.
Headquartered in Billerica, Massachusetts, the division has around 10,000
employees, operations in 64 countries and pro forma 2009 revenues of $2.9
billion. EMD Millipore is known as Merck Millipore outside of the U.S. and
Forward Looking Statements
The Information in this document may contain “forward-looking statements”.
Forward-looking statements may be identified by words such as “expects”,
“anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or
words of similar meaning and include, but are not limited to, statements about
the expected future businesses of Merck KGaA (Merck) and Millipore Corporation
(Millipore) resulting from and following the acquisition. These statements are
based on the current expectations of Merck and Millipore and are inherently
subject to uncertainties and changes in circumstances. Among the factors that
could cause actual results to differ materially from those described in the
forward-looking statements are changes in global, political, economic, business,
competitive, market and regulatory forces. Merck and Millipore do not undertake
any obligation to update the forward-looking statements to reflect actual
results, or any change in events, conditions, assumptions or other factors.
Please refer to Millipore`s filings with the SEC, including its most recent
Annual Report on Form 10-K, for more information on additional risks that could
cause actual results to differ from the forward-looking statements made herein.
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Merck is a global pharmaceutical and chemical company with total revenues of €
7.7 billion in 2009, a history that began in 1668, and a future shaped by
approximately 40,000 (including Merck Millipore (in the US and CA EMD
Millipore)) employees in 64 countries. Its success is characterized by
innovations from entrepreneurial employees. Merck’s operating activities come
under the umbrella of Merck KGaA, in which the Merck family holds an
approximately 70% interest and free shareholders own the remaining approximately
30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an
independent company ever since.
*Merck KGaA or Merck shall mean Merck KGaA, Darmstadt, Germany
Karen Marinella Hall, +1 978-715-1567
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