Millipore shareholders approve acquisition of all outstanding shares of common stock by Merck KGaA

Millipore Corporation (NYSE:MIL), a leading provider of technologies, tools and services for the global life science industry, today announced that its shareholders voted at a Special Meeting of Shareholders to approve the previously-announced acquisition of all outstanding shares of common stock of Millipore by Merck KGaA of Germany, the global pharmaceutical and chemical company.

“The overwhelming shareholder approval of the transaction is a testament to the value we have created for our shareholders, customers and employees over the past five years. The approval moves us another important step closer to officially becoming part of Merck KGaA”

Based upon final voting results, approximately 79 percent of outstanding shares were voted, of which approximately 98 percent were voted in favor of the acquisition.

"The overwhelming shareholder approval of the transaction is a testament to the value we have created for our shareholders, customers and employees over the past five years. The approval moves us another important step closer to officially becoming part of Merck KGaA," said Martin Madaus, Chairman, President and CEO of Millipore. "The proposed combination will position Millipore well for continued growth, offering greater global capabilities in R&D, manufacturing and customer service, while allowing us to maintain our headquarters in Billerica, Massachusetts."

On February 28, 2010, Merck and Millipore announced a definitive agreement under which Merck will acquire all outstanding shares of common stock of Millipore, for $107 per share in cash, or a total transaction value, including net debt, of approximately $7.2 billion.

Completion of the acquisition requires the satisfaction of other customary conditions, including antitrust clearance. In the U.S., the waiting period for antitrust review of the proposed transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on April 19, 2010 without the Department of Justice or the Federal Trade Commission having issued a request for additional information.

On June 2, 2010 Merck filed a notification of the concentration with the European Commission. The parties had previously made filings required under competition laws in other jurisdictions. Both companies also received confirmation that the Committee on Foreign Investments in the United States ("CFIUS") has concluded its investigation of the proposed transaction, and has determined that there are no unresolved national security concerns associated with it.

Millipore anticipates that the transaction will be completed early in the third quarter of 2010, at which time all outstanding shares of Millipore common stock will be exchanged for the agreed cash payment.