(NYSE: MIL), a leading provider of technologies, tools and services for the global life science industry, today announced that its 3.75% Convertible Senior Notes Due 2026 (the “Notes”) will become convertible as part of Merck KGaA’s pending acquisition of Millipore. As part of the previously announced transaction, a wholly-owned subsidiary of Merck KGaA will acquire all of the issued and outstanding shares of Millipore common stock in exchange for $107.00 per share in cash.
In accordance with the terms of the Notes’ Indenture, dated June 13, 2006 (the “Indenture”), Millipore is delivering a notice to holders of these Notes of the anticipated Fundamental Change and Make-Whole Fundamental Change (in each case, as defined in the Indenture) that will occur upon the consummation of the share exchange transaction. The Company currently anticipates that the effective date of the share exchange transaction will occur on July 14, 2010, although the Company is unable to give any assurance as to the actual date on which the effective date of the share exchange will occur, if at all.
As described in more detail in the notice to noteholders, which was mailed in accordance with Section 10.01(A)(v) and 10.14(A) of the Indenture, Notes may be converted at any time beginning on June 14, 2010, and ending on, and including, the later of (i) the date that is thirty (30) Business Days (as defined in the Indenture) after the actual effective date of the share exchange. Millipore expects to announce this date no later than the third Business Day after the effective date of the share exchange and (ii) the “Fundamental Change Repurchase Date,” which Millipore will announce within twenty (20) Business Days after the consummation of the share exchange (the “Make-Whole Conversion Period”).
The conversion rate in effect as of June 14, 2010 is 11.0485 shares of Millipore common stock per $1,000 principal amount of Notes. If the share exchange transaction were to occur on July 14, 2010, then the conversion rate applicable to Notes surrendered during the Make-Whole Conversion Period would be 11.8004 shares of Millipore common stock per $1,000 principal amount of Notes, which for Notes surrendered at and after the Share Exchange Effective Time would result in a cash payment of $1,262.64 per $1,000 principal amount of Notes.