Millipore (MIL) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Rule 14a-101)

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

þ Soliciting Material Pursuant to §240.14a-12

MILLIPORE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

On March 1, 2010, Millipore Corporation hosted a conference call with employees concerning the proposed transaction with Merck KGaA.  A copy of the presentation that was used in connection with the conference call follows:

All Employee Teleconference
March 1st, 2010

Forward Looking & Cautionary Statements

•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
businesses of Merck KGaA (Merck) and Millipore Corporation (Millipore) resulting from and following the
proposed acquisition. These statements are based on the current expectations of Merck and Millipore 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 the
fulfillment of certain closing conditions to the proposed transaction, and changes in global, political, economic,
business, competitive, market and regulatory forces. Merck and Millipore 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. Please refer to Millipore’s filings with the SEC, including its most recent Annual
Report on Form 10-K, for more information on additional risks that could cause actual results to differ from the
forward-looking statements made herein.

•This communication may be deemed to be solicitation material in respect of the proposed acquisition of
Millipore by Merck.In connection with the proposed acquisition, Merck and Millipore intend to file relevant
materials with the SEC, including Millipore’s proxy statement on Schedule 14A.

•INVESTORS AND SECURITY HOLDERS OF MILLIPORE ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING MILLIPORE’S PROXY STATEMENT, WHEN IT
BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION.

•Investors and security holders will be able to obtain all such documents, when they become available, free of
charge through the website maintained by the SEC at www.sec.gov, or by directing a request to Joshua S.
Young, Director of Investor Relations for Millipore, at 978-715-1527.Such documents are not currently
available.

•Merck and certain of its directors and executive officers and other persons, and Millipore and its directors and
certain executive officers, may be deemed to be participants in the solicitation of proxies from the holders of
Millipore common stock in respect of the proposed acquisition.Information regarding such persons and a
description of their interests in the transaction will be contained in the proxy statement when it is filed.

Agenda

•What’s happening?

•Why does this make sense?

•Millipore in the short term

•Millipore in the future

What’s happening?

•Merck KGaA entered into a definitive agreement to acquire all
outstanding Millipore shares for US$107 per share in cash, or a
total transaction value (including net debt) of approximately
US$7.2 bn

•Represents significant shareholder value and new opportunities
for Millipore employees

•Closing subject to Millipore shareholder approval, anti-trust
clearance and other customary closing conditions

•Transaction expected to close 2H10

Proposal: Merck KGaA & Millipore

Why does this make sense for Merck?

•Contributes complementary high-margin specialty products with an
attractive growth profile

•Creates a € 2bn (~US$ 2.75 bn) world class partner for the Life
Science sector

•Provides significant scale in high-growth bioscience and
bioproduction segments

•Comprehensive product offering and cutting-edge technologies for
pharma and biopharmaceutical customers across the research,
development and production value chain.

•Generates significant value for shareholders

•Fully in line with Merck's acquisition strategy

Why does this make sense for Millipore?

•Combines the strong R&D capabilities and global presence of both
companies to expand our global reach, innovation capacity, customer
value creation and risk diversification

•Builds upon Millipore’s strong brand and a proven track record of
sustainable and profitable growth

•Merck’s experience in integrating businesses and the fact that the
transaction is aimed at combining expertise rather than leveraging cost
synergies will pave the way for a successful integration

Combined R&D capabilities creates
powerful innovation platform

•Pro forma annual R&D budget of
EUR 123m focused on products
for pharma and biotech
customers

•Increased scale helps to improve
return on investment in new
technologies, and diversifies risk

•Make effective use of existing
biopharma competence

•Partner of choice for strategic
collaborations and licensing
relationships

Note:(1) All figures are based on FY09 except Lonza (FY08)

(2)Relevant Merck business for Merck Millipore

Exchange Rate EUR/USD: 1.390

Exchange Rate EUR/CHF: 1.587

R&D expenses (EURm and % sales)

41

45

69

78

82

123

177

240

4.7%

2.9%

3.7%

10.7%

6.9%

5.9%

10.1%

2.4%

Merck(2)

Sigma Aldrich

Lonza(1)

Qiagen

Millipore

Merck Millipore

Thermo Fisher

Scientific

Life Technologies

How does this benefit our customers?

•Customers in the pharma and biopharmaceutical industries will benefit
from a comprehensive product offering, cutting-edge technologies and
enhanced distribution platforms.

•Two world class teams will join forces to open up new growth
opportunities across the world.

Millipore in the short term

•Business as Usual

•Please continue to provide customers with the same high
quality of products, services and expertise

•No immediate impact on employees, including pay, benefits
and organizational structure

•We’ll keep you informed throughout the process

Millipore Future

•You are the Millipore brand and one of the most
valuable assets we have!

•Among some of the most talented employees in the
industry

•Exciting opportunities for employees

•Broader, more diversified suite of products and
technologies for customers

•Enhanced shareholder value