DGAP-Adhoc

Merck KGaA: Merck to Acquire Sigma-Aldrich to Enhance Position in Attractive Life Science Industry

Merck KGaA / Key word(s): Offer

22.09.2014 11:56

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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Merck, a leading company for innovative and top-quality high-tech products
in the pharmaceutical, chemical and life science sectors, and Sigma-Aldrich
Corporation ("Sigma-Aldrich"), today have entered into a definitive
agreement under which Merck will acquire Sigma-Aldrich for $17.0 billion
(EUR13.1 billion), establishing one of the leading players in the $130
billion global life science industry.

Merck will acquire all of the outstanding shares of Sigma-Aldrich for $140
per share in cash. The agreed price represents a 37% premium to the latest
closing price of $102.37 on September 19, 2014, and a 36% premium to the
one-month average closing price. The transaction is expected to be
immediately accretive to Merck's EPS pre and EBITDA margin. Merck expects
to achieve annual synergies of approximately EUR260 million (approximately
$340 million), which should be fully realized within three years after
closing.

Bridge financing has been secured for the all-cash transaction, and Merck
expects the final financing structure will comprise a combination of cash
on Merck's balance sheet, bank loans and bonds. Closing is expected
mid-year 2015, subject to regulatory approvals, approval by a special
meeting of the shareholders of Sigma-Aldrich and other customary closing
conditions.


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