As filed with the Securities and Exchange Commission on July 18, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Merck KGaA, Darmstadt, Germany
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Germany
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
David P. Hutchinson
EMD Millipore Corporation
290 Concord Road
Billerica, MA 01821
(978) 715-1535
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
☐ immediately upon filing ☐ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box.☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a specified percentage of one ordinary share of Merck KGaA, Darmstadt, Germany | 100,000,000
| $0.05 | $5,000,000 | $579.50 |
* Each unit represents one American Depositary Share. ** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. | ||||
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement (the "Deposit Agreement") filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| 1. | Name of depositary and address of its principal executive office | Face of Receipt, Introductory article and bottom center | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt, Top center | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share | Face of Receipt, Upper right corner | ||
| (ii) | The procedure for voting, if any, the deposited securities | Paragraphs (14) and (15) | ||
| (iii) | The collection and distribution of dividends | Paragraphs (13) and (14) | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Paragraphs (12), (14) and (15) | ||
| (v) | The sale or exercise of rights | Paragraphs (2), (6), (13), (16) and (21) | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (6), (9), (13) and (16) | ||
| (vii) | Amendment, extension or termination of the deposit arrangements | Paragraphs (20) and (21) (no provision for extensions) | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Paragraph (12) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (6), (8), (9), (10) and (22) | ||
| (x) | Limitation upon the liability of the depositary | Paragraphs (6), (10), (15), (16), (17), (18) and (21) | ||
| 3. | Fees and charges which may be imposed directly or indirectly against holders of Receipts | Paragraph (9) |
| Item 2. AVAILABLE INFORMATION | Paragraph (12) |
(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Merck KGaA, Darmstadt, Germany, publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.emdgroup.com) or through an electronic information delivery system generally available to the public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement, dated as of , 2017, by and among Merck KGaA, Darmstadt, Germany, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. – Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors of the Company. – Set forth on the signature pages hereto. |
| Item 4. | UNDERTAKINGS |
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Merck KGaA, Darmstadt, Germany, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 18, 2017.
| Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing a specified percentage of one ordinary share of Merck KGaA, Darmstadt, Germany | ||
| Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | ||
| By: | /s/ Michael Curran | |
| Name: | Michael Curran | |
| Title: | Vice President | |
| By:. | /s /Michael Fitzpatrick | |
| Name: | Michael Fitzpatrick | |
| Title: | Vice President | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Merck KGaA, Darmstadt, Germany, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Germany on July 18, 2017.
| Merck KGaA, Darmstadt, Germany | ||
| By: | /s/Stefan Oschmann | |
| Name: Stefan Oschmann | ||
Title: Cairman of the Executive Board & Chief Executive Officer | ||
By: | /s/Marcus Kuhnert | |
| Name: Marcus Kuhnert | ||
Title: Member of the Executive Board Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any two of Stefan Oschmann, Marcus Kuhnert, Udit Batra, Kai Beckmann, Walter Galinat and Belén Garijo, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on July 18, 2017 in the capacities indicated.
| Name | Title | |
| /s/ Stefan Oschmann | Chairman of the Executive Board | |
| Stefan Oschmann | Chief Executive Officer (Principal Executive Officer) | |
| /s/ Marcus Kuhnert | Member of the Executive Board | |
| Marcus Kuhnert | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| /s/ Udit Batra | Member of the Executive Board | |
| Udit Batra | CEO Life Science | |
| /s/ Kai Beckmann | Member of the Executive Board | |
| Kai Beckmann | Chief Administration Officer | |
| /s/ Walter Galinat | Member of the Executive Board | |
| Walter Galinat | CEO Performance Materials | |
| /s/ Belén Garijo | Member of the Executive Board | |
| Belén Garijo | CEO Healthcare |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Merck KGaA, Darmstadt, Germany, has signed this Registration Statement in Boston, MA on July 18, 2017.
| Authorized U.S. Representative | ||
| By: | /s/ David P. Hutchinson | |
| Name: David P. Hutchinson | ||
INDEX TO EXHIBITS
Exhibit Number | |
(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary
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