SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
of the Securities Exchange Act of 1934
Merck KGaA
Frankfurter Strasse 250
64293 Darmstadt
Germany
Tel: +49 (0) 6151 720
William R. Dougherty, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
to receive notices and communications on behalf of filing persons)
Transaction valuation* | Amount of filing fee | |
Not applicable | Not applicable |
* | Set forth the amount on which the filing fee is calculated and state how it was determined. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Form or Registration No.:
Filing Party:
Date Filed:
þ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | ||
o | issuer tender offer subject to Rule 13e-4. | ||
o | going-private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
Exhibit List | Description | |
99.1 | Public ad hoc announcement by Merck KGaA not to increase its offer of EUR 77 per Schering share or ADS or pursue the tender offer previously announced, dated March 24, 2006. | |
| ||
The following is Amendment No. 1 to the Schedule 13D filed by Merck KGaA and E. Merck oHG on March 24, 2006, which is being filed under cover of Schedule TO as a preliminary communication made before the commencement of the tender offer because it was made available on the web site established by Merck KGaA, in accordance with German law, for the publication of information and documents in connection with its intended tender offer to acquire the shares of Schering AG. The web site can be found at http://www.merck.de. |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Merck KGaA
Frankfurter Strasse 250
64293 Darmstadt
Germany
Tel: +49 (0) 6151 720
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
1 | NAMES OF REPORTING PERSONS: Merck KGaA | ||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||||||||
Not required. | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Germany | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 9,661,200 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 9,661,200 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
9,661,200 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
5.1%1 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
PN |
1 The calculation of the foregoing percentage is based on 190 million outstanding ordinary shares with no par value (which excludes ordinary shares held in treasury), including shares represented by American Depositary Shares, of Schering AG, as reported in Schering AG’s annual report filed with the United States Securities and Exchange Commission on Form 20-F for the year ended December 31, 2005. The actual percentage is 5.08%. |
1 | NAMES OF REPORTING PERSONS: E. Merck oHG | ||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||||||||
Not required. | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
AF, WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Germany | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 9,661,200 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
9,661,200 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
9,661,200 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
5.1%1 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
PN |
1 The calculation of the foregoing percentage is based on 190 million outstanding ordinary shares with no par value (which excludes ordinary shares held in treasury), including shares represented by American Depositary Shares, of Schering AG, as reported in Schering AG’s annual report filed with the United States Securities and Exchange Commission on Form 20-F for the year ended December 31, 2005. The actual percentage is 5.08%. |
MERCK KGaA | ||||
By: | /s/ Dr. Tilman Schmidt-Lorenz | |||
Name: | Dr. Tilman Schmidt-Lorenz | |||
Title: | General Counsel | |||
E. MERCK OHG | ||||
By: | /s/ Dr. Tilman Schmidt-Lorenz | |||
Name: | Dr. Tilman Schmidt-Lorenz | |||
Title: | General Counsel | |||
Ad hoc announcement transmitted by DGAP — a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.
Merck KGaA has obtained exemptive relief from the provisions of Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, permitting it (or certain of its affiliates or financial institutions on its behalf) to make purchases of shares of Schering Aktiengesellschaft outside of the offer from and after the first public announcement of the offer until the end of the offer period, subject to certain conditions. Accordingly, to the extent permissible under applicable securities laws and in accordance with normal German market practice, Merck KGaA, or its nominees, or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares of
The information in this document may contain “forward-looking statements.” Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business of Schering Aktiengesellschaft and of Merck KGaA resulting from and following the proposed transaction. These statements are based on the current expectations of management of Merck KGaA, Merck Vierte Allgemeine Beteiligungsgesellschaft mbH and E. Merck OHG, and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to satisfaction of the conditions to the proposed transaction, and changes in global, political, economic, business, competitive, market and regulatory forces. Merck KGaA, Merck Vierte Allgemeine Beteiligungsgesellschaft mbH and E. Merck OHG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
language: | English | |
emitter: | Merck KGaA | |
Frankfurter Str. 250 | ||
64293 Darmstadt Deutschland | ||
phone: | +49 (0)6151 720 | |
fax: | +49 (0)6151 722 000 | |
email: | investor.relations@merck.de | |
WWW: | www.merck.de | |
ISIN: | DE0006599905 | |
WKN: | 659990 | |
indexes: | MDAX |
End of News | DGAP News-Service |