Millipore Corporation Announces Redemption, Convertibility and Right of Purchase at Holder's Option of Its 3.75% Convertible Senior Notes Due 2026

Tue Nov 1, 2011 7:00am EDT

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Millipore Corporation Announces Redemption, Convertibility and Right of Purchase at Holder's Option of Its 3.75% Convertible Senior Notes Due 2026

Millipore Corporation, a leading provider of technologies, tools and services for the global life science industry, today announced that it will exercise its right under the corresponding indenture (the "Indenture") to redeem all of its 3.75% Convertible Senior Notes Due 2026 (the "Notes") on December 1, 2011, at one hundred per cent (100%) of the outstanding principle amount of the Notes. As a result of the call for redemption, the Notes may also be surrendered by their holders for conversion.

Independent of such redemption and related conversion right, holders of the Notes will also have the right, at their option, to require Millipore to purchase their Notes on December 1, 2011, at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Notes ("Purchase at Holder's Option"), or to surrender their Notes for conversion at any time between November 1, 2011, and December 1, 2011.

Most of the Notes were already converted by its holders between June and August 2010 in connection with certain conversion rights resulting from the acquisition of Millipore Corporation by Merck KGaA, and only a principal amount of US$ 27.2 million of the originally issued notes in the principal amount of US$ 550 million remained outstanding upon the call for redemption as of December 1, 2011. All remaining outstanding Notes have now been redeemed.

In accordance with the terms of the Notes' Indenture, Millipore is delivering two notices to holders of these Notes, one relating to the call for redemption, the related conversion right as well as the Purchase at Holder's Option and the other notice relating to the conversion at any time between November 1, 2011, and December 1, 2011. The mailing of two separate notices is solely a result of different dates prescribed by the Indenture for the different events.

As described in more detail in the notices to noteholders, which are mailed in accordance with Section 3.04, 3.09, 10.01(A)(iii) and 10.01A(vi) of the Indenture,

(i) all outstanding Notes will be redeemed on December 1, 2011, at one hundred per cent (100%) of the outstanding principle amount of the Notes payable in cash, plus accrued and unpaid interest to, but excluding December 1, 2011, if any;

(ii) as a result of such redemption, the Notes may also be surrendered by their holders for conversion; provided, however, that the Notes or portion thereof may be surrendered for conversion based on the redemption only until 5:00 PM, Eastern Standard Time, on November 28, 2011 ("Conversion Based on Redemption");

(iii) holders of Notes, at their option, may also require the Company to purchase their Notes on December 1, 2011, at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Notes to be so purchased, plus accrued and unpaid interest, if any, to, but excluding, December 1, 2011; and

(iv) Notes may also be surrendered for conversion at any time from, and including, November 1, 2011 to, and including, December 1, 2011.

The Indenture provides that holders that surrender their Notes for conversion will receive, in exchange for their Notes, cash and, if applicable, shares of common stock in accordance with the Indenture. However, on February 28, 2010, Millipore entered into an Agreement and Plan of Share Exchange with Merck KGaA and EMD Holding Corp., pursuant to which EMD Holding (formally known as Concord Investments Corp.) acquired each issued and outstanding share of common stock, par value $1.00 per share, of the Company in exchange for the right to receive $107.00 in cash per share without interest. As a result of the consummation of the share exchange on July 14, 2010, all shares of common stock of the Company were exchanged for the right to receive the share exchange consideration and the Company became a wholly owned subsidiary of EMD Holding, and in accordance with Section 10.11 of the Indenture, the Notes will now be convertible solely into cash and will no longer be potentially convertible in part into shares of common stock.

The conversion rate is 11.0485 shares of common stock per $1,000 principal amount of Notes and, based on the share exchange consideration, the conversion price is $1,182.19 per $1,000 principal amount of Notes.

Holders of Notes should read the notices they will receive carefully and consult with such holders' own financial and tax advisors in determining, and make such Holders own decision as to, whether or not, and to which extent such holder will exercise any rights under the Indenture or to have its Notes redeemed on December 1, 2011. The notices will contain further details regarding the Redemption, the Purchase at Holder's Option, the convertibility of the Notes in connection as a result of the Redemption, and the convertibility at any time between November 1, 2011, and December 1, 2011. It also contains important information as to the procedures and timing for the exercise of the rights of holders and the redemption of the Notes.

Holders should note that in case a holder does not exercise the Conversion Based on Redemption, the conversion at any time between November 1, 2011, and December 1, 2011, or the Purchase at Holder's Option, their Notes will be automatically subject to redemption on December 1, 2011.

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Millipore Corporation.

Forward-Looking Statements

This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including the risks to both companies that the acquisition of Millipore will not be consummated as the transaction is subject to certain closing conditions. In addition, if and when the transaction is consummated, there will be risk and uncertainties related to Merck’s ability to successfully integrate the products and employees of Merck and Millipore. These risks, uncertainties and other factors, and the general risks associated with the respective businesses of Merck and Millipore as described in the reports and other documents filed by each of them with the SEC, could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Merck and Millipore, and neither Merck nor Millipore assumes any obligation to update any such forward-looking statements included in this press release.

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About Millipore

Millipore Corporation is a wholly-owned subsidiary of Merck KGaA of Germany and part of the EMD Millipore division of Merck KGaA. It offers a broad range of innovative, performance products, services and business relationships that enable its 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 EMD Millipore division has around 10,000 employees, operations in 67 countries and 2010 revenues of USD 2.5 billion. EMD Millipore operates as Merck Millipore outside the U.S. and Canada.

Millipore Corporation
Treasury Manager,
Mike Byron,
Phone +1-978-715-1091
http://www.millipore.com