MerckKGaA

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１．Merck KGaA　(ドイツ）　
　　　　　Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%
２．Merck & Co., Inc. (米）
　　　　 In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

1891年ジョ－ジメルクが米国に Merck & Co.を設立したが、この会社は第一次世界大戦で米国政府が没収、1917年独立。（Rohm and Haasがドイツ　Rohmeから独立したのと同じ）

Merck KGaAの起源は17世紀まで遡ります。1668年、ドイツのフランクフルトの南に位置するダルムシュタットに、フリ－ドリッヒ　ヤコブ　メルクがエンゼル薬局を創業したことに始まります。以来300有余年、メルクは医薬品会社として成長を続け、現在では 28カ国、62地域に自社工場を展開するまでになりました。1827年、メルクはモルヒネ、その他アルカロイド類の製造に成功しました。1850年、メルクは全ヨ－ロッパに製品販売網を構築しました。

1891年ジョ－ジ　メルクが米国に Merck & Co.を設立しましたが、この会社は後日、米国政府に接収されてしまいます。
(注　第一次世界大戦で没収、1917年独立。
　　　Rohm and Haasがドイツ　Rohmeから独立したのと同じ）

液晶は近年でこそ注目を浴びていますが、1904年、液晶の販売を最初に手がけたのはメルクでした。1934年から1942年にかけて、メルクは世界に先駆けてビタミンC、B1、EそしてビタミンKの工業生産に成功します。1960年代のパ－ル顔料の開発も世界に類を見ないものでした。日本においては、1968年メルク・ジャパンを設立しました。　http://www.merck.co.jp/japan/

Business Sectors and Divisions
Today Merck is operating in the business sectors Pharmaceuticals and Chemicals organized in different divisions.

Merck EC business, with about 600 employees, will transfer to BASF
Merck to continue Darmstadt EC production for three years

Merck KGaA announced today that it sold its worldwide Electronic Chemicals business to BASF AG of Ludwigshafen for EUR 270 million in order to focus on its innovation-driven businesses of pharmaceuticals and chemicals.

The transaction includes Merck Electronic Chemicals management, technology and production facilities in Asia and Europe. Merck KGaA employees in Darmstadt, who already toll manufacture for Merck Electronic Chemicals, will remain with Merck and continue to manufacture for BASF for the next three years. Merck Electronic Chemicals has operated as a legally independent company wholly owned by Merck KGaA since January 1, 2003.

BASF to become a leading supplier in fast growing market
Double-digit growth rates in 2004

BASF Aktiengesellschaft, Ludwigshafen, today acquired the global electronic chemicals business of Merck KGaA, Darmstadt. The purchase price is Euro 270 million. The transaction is still subject to approval by the regulatory authorities. Closing is expected in the second quarter of 2005.

Through the acquisition of these new activities, BASF will become a leading supplier of electronic chemicals for the rapidly growing semiconductor industry and for the production of flat screens, another area that shows high growth rates. The business acquired from Merck will help develop BASF's electronic chemicals business and will significantly strengthen BASF's market position in Europe and Asia.

The acquisition includes Merck's production sites and distribution centers for high-purity chemicals in Taiwan, Malaysia, China, Singapore, France, the Netherlands and Germany.

About Merck:
Merck is a global pharmaceutical and chemical company with sales of EUR 7.2 billion in 2003, a history that began in 1668, and a future shaped by 28,300 employees in 56 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 a 74 percent interest and free shareholders own the remaining 26 percent. The former U.S. subsidiary, Merck & Co., has been completely independent of the Merck Group since 1917.

　メルクＫＧａＡ　（本社ドイツ　ダルムシュタット市、ＣＥＯ　ベルンハルド　ショイブレ）は英国マンチェスターのAvecia社から同社のポリマーエレクトロニクスの研究開発部門、及びＡｖｅｃｉａ社の子会社で有機ＥＬの研究・開発、生産を行っているＣｏｖｉｏｎ　Ｏｒｇａｎｉｃ　Ｓｅｍｉｃｏｎｄｕｃｔｏｒｓ　ＧｍｂＨ（フランクフルト）を５，０００万ユーロで取得することを決定した。今後取得に必要な手続きを進め、２００５年の第１四半期には取得を完了する。

2006/9/21 Merck

Merck KGaA Announces Acquisition of Serono SA

・Transaction transforms Merck Ethicals
・Merck pays CHF 1,100 per share in cash
・Merck holds 64.5% of Serono capital and 75.5% of the voting rights
・Public tender offer of CHF 1,100 per share

Merck KGaA announced today that it has entered into an agreement with the Bertarelli Family, which owns the majority stake of Serono SA, to purchase their Serono shares to create a strategically compelling combination with the size to compete in the global pharmaceutical market.

Subject to antitrust review and closing of the purchase, Merck holds 64.5% of the capital of Serono and 75.5% of the voting rights, for which Merck agreed to pay CHF 1,100 per share in cash. Merck will make a public tender offer under Swiss law for the same price of CHF 1,100 per share.

Strategic Rationale
Together with Serono, Merck achieves:
・Critical mass in R&D with an annual budget of approximately EUR 1 billion
・R&D capabilities greater than the sum of the parts
・Market-leading Multiple Sclerosis franchise to broaden business portfolio
・Expanded geographic reach and access to the U.S. market
・World-class biotechnology manufacturing

メルクは今年３月に独シェーリングの買収に乗り出したが、独バイエルがシェーリングと事業統合することになり、失敗した。セローノの買収により、バイエル・シェーリング連合に対抗する。

Merck KGaA announced today that it will sell its Generics business to Mylan Laboratories Inc, Canonsburg, PA USA. Merck and Mylan have signed a share purchase agreement whereby Mylan will acquire all Merck Generics companies throughout the world for EUR 4.9 billion.

The divested Generics business represents EUR 1,802 million of sales in 2006. The agreement is subject to regulatory approval. Closing of the transaction is expected in the second half of 2007.

Kley continued: "This transaction will allow Merck to focus its resources on further growth within its Pharmaceuticals and Chemicals business sectors."

About Mylan
Mylan operates through three principal subsidiaries: Mylan Pharmaceuticals, a world leader in generic pharmaceuticals; Mylan Technologies, the largest producer of generic and branded transdermal patches for the U.S. market; and UDL Laboratories, the top U.S.-supplier of unit dose pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories, one of the world's premier suppliers of active pharmaceutical ingredients (API). Mylan has a European platform through Docpharma, a Matrix subsidiary, which is a marketer of branded generics in Europe. For more information about Mylan, visit http://www.mylan.com.

Merck KGaA announced today plans to strengthen its global research and development (R&D) capabilities of its Merck Serono division by establishing a global R&D center in Beijing, China. Merck is planning to invest more than Euro 150 million and create more than 200 new qualified jobs over the next four years to set up the China R&D center and conduct R&D activities in China.

“The creation of the China R&D center marks a new milestone in Merck Serono’s commitment to China, where there is a rising demand for more healthcare options,” said Elmar Schnee, Executive Board Member with responsibility for the Pharmaceuticals business sector. “We are committed to investing in areas that can help China to address some of its public health needs that currently are not met.”
“China is a country with talented scientists and high-quality research,” added Bernhard Kirschbaum, Executive Vice President, Research and Development for Merck Serono. “We will recruit more R&D talent in China and build a world-class organization in China that will extend our global R&D expertise and capabilities.”

The China R&D organization will become one of the key R&D hubs for Merck Serono worldwide. Key hubs so far are Germany, Switzerland and the United States.

The China team will lead drug development for China and other Asian countries, for local clinical trials as well as for the participation in global clinical trials. The team also will ensure the management of collaborations with research institutions in China and continue to look for partnerships with local academic institutions and companies. Research activities conducted in the China R&D center will mainly focus on biomarker research including pharmacogenomics and bioanalytics activities.

Merck Serono already has some research collaborations in China and plans to further develop its collaboration network and build its R&D strategy on more innovation opportunities by tapping into the Chinese scientific expertise.

Merck Serono China currently employs more than 1,000 persons nationwide. Merck Serono China offers a portfolio of innovative medicines, including the division’s leading brands serving patients with cancer (Erbitux^®), multiple sclerosis (Rebif^®), infertility (Gonal-f^®), endocrine and metabolic disorders (Saizen^®), as well as cardiometabolic diseases (Concor^®, Euthyrox^®).

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

Merck to acquire Sigma-Aldrich for $140 per share in cash, valuing company at approx. $17 billion (€13.1 billion)
Acquisition expands Merck Millipore’s global reach, increasing the company’s presence in North America and adding exposure to fast-growing Asian markets
Customers benefit from broader offering of complementary products and capabilities and leading e-commerce platform in the industry
Merck plans to maintain significant presence in St. Louis, MO, and Billerica, MA
Life Science contribution to Merck earnings more than doubles
Transaction expected to be immediately accretive to EPS pre and EBITDA margin
Merck to host media conference call today at 8:00 AM EDT / 2:00 PM CET

Merck, a leading company for innovative and top-quality high-tech products in the pharmaceutical, chemical and life science sectors, and Sigma-Aldrich today announced that they have entered into a definitive agreement under which Merck will acquire Sigma-Aldrich for $17.0 billion (€13.1 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 €260 million (approximately $340 million), which should be fully realized within three years after closing.
“This transaction marks a milestone on our transformation journey aimed at turning our three businesses into sustainable growth platforms”, said Karl-Ludwig Kley, Chairman of Merck’s Executive Board. “For our life science business it’s even more than that: it’s a quantum leap. In one of the world’s key industries two companies that fit perfectly together have found each other to present a much broader product offering to our global customers in research, pharma and biopharma manufacturing and diagnostic and testing labs. As such, the combination of Merck and Sigma-Aldrich will secure stable growth and profitability in an industry that is driven by trends such as the globalization of research and manufacturing. What’s more, the combination gives us the possibility to invest even more in innovation going forward. We are delighted to make this compelling proposition to Sigma-Aldrich’s shareholders, who will obtain full and certain cash value for their shares.”

Rakesh Sachdev, President and Chief Executive Officer of Sigma-Aldrich, said, “We are excited to join forces with Merck, a distinguished industry leader. The combined company will be well-positioned to deliver significant customer benefits, including a broader, complementary range of products and capabilities, greater investment in breakthrough innovations, enhanced customer service, and a leading e-commerce and distribution platform in the industry. This transaction is a clear validation of our success in transforming Sigma-Aldrich into a customer-focused and solutions-oriented global organization. This is a testament to the strength of the Sigma-Aldrich brand and the accomplishments of our 9,000 employees worldwide. We believe this is a very positive outcome for our shareholders, who will receive a significant premium, and our employees, who will benefit from enhanced opportunities as part of a larger, more global organization.”

The combined company will be able to serve life science customers around the world with a highly attractive set of established brands and an efficient supply chain that can support the delivery of more than 300,000 products. In the Laboratory & Academia business, together Merck Millipore and Sigma-Aldrich will offer their customers a complementary range of products across laboratory chemicals, biologics and reagents. In pharma and biopharma production, Sigma-Aldrich will complement Merck Millipore’s existing products and capabilities with additions along the entire value chain of drug production and validation.

Shaped over almost 350 years by a family of owners, Merck today is known as a successful and values-driven business and a well-respected employer in the life science industry. With a common focus on employees, customers and communities, the combination represents a strong operational and cultural fit. Merck has great respect for Sigma-Aldrich’s rich history, customer-centric culture and commitment to corporate social responsibility and believes that the combination will afford new opportunities to employees at both companies. Merck plans to maintain a significant presence in St. Louis, and in Billerica, following completion of the transaction, as well as in important Merck Millipore sites such as Darmstadt and Molsheim, France.

Merck has successfully integrated a number of life science businesses in recent years, evaluating each company and combining the strongest operations, most efficient processes and most innovative programs that best support the future growth of the combined company. Merck intends to apply the same principles to the acquisition of Sigma-Aldrich in order to ensure a seamless integration. An integration team, which will include representatives from both companies, will be established to oversee and facilitate the integration process.

The combined life science business will have solid growth potential, strong and sustainable cash flow, and meaningful efficiency potential on an operational level. Based on fiscal year 2013 financials, the business would have had combined sales of €4.7 billion ($6.1 billion), an increase of 79% and combined EBITDA pre (earnings before interest, taxes, depreciation and amortization before one-time items) of €1.5 billion ($2.0 billion), which is an increase of 139%. Merck Group’s sales would have increased by approximately 19%. For the same period, the acquisition would have increased Merck Group’s EBITDA pre by approximately 24% and improved Group EBITDA pre margin from approximately 30% to approximately 33% including expected synergies.

The transaction has been unanimously approved by Sigma-Aldrich’s Board of Directors. A merger agreement will be presented to Sigma-Aldrich shareholders for approval at a special meeting of shareholders. The transaction has the full support of Merck’s Executive Board and E. Merck KG including its Board of Partners, and a Merck shareholder vote will not be required. 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 in mid-year 2015, subject to regulatory approvals and other customary closing conditions.

Sigma-Aldrich, a leading Life Science and Technology company focused on enhancing human health and safety, manufactures and distributes more than 230,000 chemicals, biochemicals and other essential products to more than 1.4 million customers globally in research and applied labs as well as in industrial and commercial markets. With three distinct business units - Research, Applied and SAFC Commercial - Sigma-Aldrich is committed to enabling science to improve the quality of life. The Company operates in 37 countries, has approximately 9,000 employees worldwide and had sales of $2.7 billion in 2013. For more information about Sigma-Aldrich, please visit its website at www.Sigma-Aldrich.com.

12 Apr 2019 　Merck KGaA

Merck Signs Definitive Agreement to Acquire Versum Materials for $53 per Share

Business combination creates a leading electronic materials player able to capitalize on attractive long-term secular growth drivers
Versum is a “Best in Class” asset with industry-leading financial metrics
Expected to be immediately accretive to earnings per share pre (EPS pre)
€75 million in expected run-rate synergies by the third full year after closing
Commitment to preserving strong investment grade credit rating
Versum has terminated its previously announced merger agreement with Entegris

Merck, a leading science and technology company, has signed a definitive agreement to acquire Versum Materials, Inc. for $53 per share in cash. The business combination has been unanimously approved by the Executive Board of Merck and by Versum’s Board of Directors.

バーサム・マテリアルズは米国の半導体材料メーカー。主に半導体用特殊材料やガスの製造・販売に従事する。事業は材料と送達系システムの2部門から構成。エレクトロニクスや半導体、フラットパネル・ディスプレイの市場向けに特殊材料を供給し、材料やガスの送達と流通システムを提供する。本社はペンシルベニア州アレンタウン。

バーサム・マテリアルズは2016年10月1日に分離する以前、エアー・プロダクツ・アンド・ケミカルズ（NYSE: APD）の一部門として30年以上にわたって営業していました。

半導体業界に革命をもたらす次世代のCMPスラリー、超薄誘電／金属フィルム前駆体、調製洗浄剤およびエッチング用製品、デリバリー装置を供給する世界一流企業の一角を占めています。

Versum Materials used to be part of Air Products, a global leader in the industrial gas industry. Our experience in specialty materials goes back decades.

In the 1960s, Air Products recognized that many of its products, like oxygen and hydrogen, were building-block chemicals, so it diversified into process intermediate chemicals. The company expanded its chemical business into the electronics market in the 1970s and launched a number of game-changing technologies along the way.

“With this transaction, Merck will be optimally positioned to capitalize on long-term growth trends in the electronic materials industry. Our combined business shall deliver leading-edge innovations to our customers around the globe,” said Stefan Oschmann, Chairman of the Executive Board and CEO of Merck.

Seifi Ghasemi, Chairman of Versum, said: “The Merck-Versum transaction offers compelling and certain value for our shareholders and will provide long-term benefits for our customers and employees. This exciting business combination will create increased scale, product and service depth, enhanced global presence, strengthened supply chain and combined R&D capabilities, driving leading innovation. We look forward to joining together our respective businesses and talented teams.”

Versum is one of the world's leading suppliers of innovation-driven, high-purity process chemicals, gases and equipment for semiconductor manufacturing. The company reported annual sales of approximately €1.2 billion ($1.4 billion) in FY2018, has approximately 2,300 employees, and operates 15 manufacturing and seven research and development facilities throughout Asia and North America. Versum has achieved revenue and adjusted EBITDA compounded annual growth in excess of 10% over the last three fiscal years with industry-leading adjusted EBITDA margins at 33%.

The business combination is expected to significantly strengthen Merck’s Performance Materials business sector, creating a leading electronic materials player focused on the semiconductor and display industries. The business combination rebalances the company’s diversified three pillar portfolio of Healthcare, Life Science and Performance Materials while executing on Performance Material’s previously communicated transformation program.

2018 Merck 売上高　　（百万ユーロ）

Healthcare 6,246
がん、腫瘍免疫および不妊治療領域を重点領域に、世界の先進的な医薬品や医療機器

Life Science 6,185
バイオサイエンス基礎研究から創薬、医薬品製造まで
研究室の純水・超純水装置システムや、薬剤を製造するための遺伝子編集ツール、抗体、細胞株、エンドツーエンドのシステムなど

Performance Materials 2,406
液晶やOLEDなどの「ディスプレイ用材料」、
さまざまな製品に彩りを与える「パール顔料」や化粧品用原料、
エレクトロニクス業界に貢献する半導体製造用の特殊化学品、
次世代エネルギー分野を支える「新規材料」のグローバルサプライヤー

Total 14,836 　

2018 Versum 売上高　　1,372百万ドル

The combined companies and their customers and employees will benefit from increased scale, product portfolio, innovation and services depth, globally. In addition, with the combined business, the Performance Materials business sector will strengthen its global supply chain.

Merck intends to maintain Versum’s Tempe, AZ headquarters as the major hub for the combined electronic materials business in the United States, complementing Merck’s already strong footprint and track record as a top employer in the U.S. Over the past decade, the company has invested approximately $24 billion in the U.S. through acquisitions alone, including the successful acquisitions of Millipore in 2010 and Sigma-Aldrich in 2015. Versum employees will become an integral part of a leading electronic materials business and will benefit from new and exciting development opportunities within a truly global science and technology company.

The agreed upon price reflects an enterprise value (EV) for Versum of approximately €5.8 billion, implying an EV/2019 EBITDA multiple of approximately 13.7x based upon consensus estimates and a pro-forma multiple of 11.6x including €75 million of identified annual run-rate cost synergies. The business combination is expected to be immediately accretive to earnings per share pre (EPS pre) and accretive to reported EPS in the third full year after closing.

Versum’s Board of Directors, in consultation with its legal and financial advisors, has unanimously determined that this business combination constitutes a “Superior Proposal” as defined in Versum’s previously announced merger agreement with Entegris, Inc., and Versum has terminated the merger agreement with Entegris concurrently with the execution of the definitive agreement with Merck.

The transaction is expected to close in the second half of 2019, subject to the approval of Versum stockholders at a Versum special meeting, regulatory clearances and the satisfaction of other customary closing conditions. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for U.S. antitrust purposes has already expired.

The business combination will be financed with cash on hand and debt by way of a facilities agreement with Bank of America Merrill Lynch, BNP Paribas Fortis and Deutsche Bank AG. Merck is committed to preserving its strong investment grade credit rating.

Concurrently with the signing, the previously announced tender offer to acquire Versum common stock has been terminated and the contested solicitation of proxies has also ended.

ーーー

ドイツのメルクは2月27日、米半導体材料メーカーのバーサム・マテリアルズに買収案を提示した。提示額は現金５９億ドル（債務継承分を含む）で、Entegrisの提案を上回る水準。

メルクの案は１株当たり４８ドルで、債務を除くと総額５２億ドル。バーサムの２６日終値に１６％のプレミアムを上乗せした水準となり、インテグリスが買収提案を行う前の株価を５２％上回る。

インテグリスは１月にすべて株式による４０億ドルでの買収を提案した。

バーサムは２７日付の発表文書で、同社は「引き続き、インテグリスの対等合併案の戦略的・財務的根拠の正当性を信じている」とした上で、アドバイザーらがメルクの提案も入念に精査すると明らかにした。

半導体用材料メーカーVersumはドイツの製薬会社メルクからの買収提案を受け入れた。バースームは同業インテグリスに買収されることで先に合意していたが、メルクがインテグリスの提案を上回る水準に提示額を引き上げた。

バースームの８日の発表によると、メルクは１株当たりの買収額を53ドルと、２月27日に提示した当初の金額から約10％引き上げた。これに基づく同社の評価額は58億ドル（約6500億円）となり、インテグリスが提示した38億ドル相当の案を上回った。バースームはインテグリスが４月11日までに対抗案を提示することは可能だとしたが、インテグリスは買収条件を見直す計画はないと表明した。

メルクのステファン・オシュマン最高経営責任者（ＣＥＯ）は現金での買収を前面に出すことで、同社による買収に当初抵抗していたバースームに翻意を促した。買収はメルクの主要３部門で最も規模の小さいパフォーマンスマテリアルズ（機能性材料）部門の強化につながる見通し。

インテグリスは半導体およびその他ハイテク産業の最先端の製造プロセスに対し、歩留まりを向上させる材料やソリューションを提供している世界有数のサプライヤーです。
　

Pharmaceuticals Business Sector
：	Ethicals	：	CardioMetabolic Care
			Oncology
			Other indication areas
			Women's health
	Generics		Off-patent, low-price drugs
			Respiratory diseases and allergies
	Consumer Health Care		Vitamins, minerals, supplements
			Cold remedies
			Natural medicines
Chemicals Business Sector
	Liquid Crystals		Components (LCs, ITO-Glas ...) for liquid crystal displays (LCDs) in monitors, notebooks, mobil phones ...
	Electronic Chemicals		Process chemicals for chip manufacture, functional chemicals
	Pigments		Effect pigments
			Raw materials for cosmetics
			Vapor-deposition chemicals
Life Science & Analytics
			Innovative products and services for the entire process chain of drug development of the pharma- and biotech industry, reagents and test kits for the pharmaceutical, chemical and food industries, as well as for environmental analysis, e.g. for chromatography (ChromolithR ...)