Exhibit 99.2
MILLIPORE CORPORATION
80 Ashby Road
Bedford, Massachusetts 01730
February 14, 2002
Dear Millipore Stockholder:
I am pleased to report that Millipore Corporation's previously announced
distribution of shares of common stock of Mykrolis Corporation will occur on
February 27, 2002. To effect the distribution, Millipore is distributing all of
its shares of the common stock of Mykrolis to Millipore stockholders on a pro
rata basis. Mykrolis' common stock trades on the New York Stock Exchange under
the symbol "MYK."
The enclosed information statement describes the distribution of shares of
Mykrolis' common stock and contains important information about Mykrolis,
including:
. the U.S. federal income tax treatment as a result of your receipt of
shares of Mykrolis Corporation common stock;
. how we will determine the number of shares you will receive;
. how fractional shares will be treated;
. a brief description of the background and business of Mykrolis
Corporation; and
. how you can obtain additional information about these matters.
Thank you for your investment in Millipore.
Sincerely,
/s/ Francis J. Lunger
FRANCIS J. LUNGER
President and Chief Executive Officer
Information Statement
Distribution of
32,500,000 Shares of
Common Stock
of
MYKROLIS CORPORATION
by
MILLIPORE CORPORATION
to Millipore Corporation Stockholders
We are sending you this Information Statement because we are distributing an
aggregate of 32,500,000 shares of Mykrolis Corporation common stock held by us
to the holders of our common stock on a pro rata basis. We are effecting this
distribution by distributing approximately .6768132 of a share of Mykrolis
common stock as a dividend on each outstanding share of Millipore common stock.
The dividend will be payable on February 27, 2002 to holders of shares of
Millipore common stock that are issued and outstanding as of February 13, 2002,
except that certain persons who acquire shares of Millipore common stock
subsequent to February 13, 2002, as described in this Information Statement,
may also be entitled to receive the dividend. As of February 13, 2002, there
were 39,500,000 shares of Mykrolis common stock issued and outstanding.
Following the distribution, all of the 32,500,000 shares of Mykrolis common
stock previously held by Millipore will be held by the stockholders of
Millipore.
Mykrolis is a worldwide developer, manufacturer and supplier of liquid and
gas delivery systems, components and consumables used to precisely measure,
deliver, control and purify the process liquids, gases and chemicals, as well
as the deionized water, photoresists and vacuum systems, that are utilized in
the semiconductor manufacturing process. On October 3, 2000, we announced a
plan to make our microelectronics operating division, subsequently renamed
Mykrolis, an independent publicly-traded company focused on the
microelectronics industry. In August 2001, Mykrolis completed an initial public
offering of 7,000,000 shares of its common stock. Following the distribution,
Millipore will no longer own any shares of Mykrolis, and Mykrolis will be a
separate, independent, publicly-traded company. Mykrolis common stock currently
trades on the New York Stock Exchange under the symbol "MYK."
No vote of Millipore stockholders is required in connection with the
distribution of the shares of Mykrolis common stock. Therefore, you are not
required to take any action. Millipore stockholders will not be required to pay
for the shares of Mykrolis common stock received by them in the distribution,
or to surrender or exchange shares of Millipore common stock in order to
receive Mykrolis common stock in the distribution, or to take any other action
in connection with the distribution. We are sending you this Information
Statement, which contains additional information about the terms of the
distribution, certain tax consequences of the distribution, Mykrolis and
Mykrolis common stock, for your information only. If you would like more
information, you may refer to the Millipore Corporation website at
http://www.millipore.com. Millipore, however, does not intend for its website
to be considered part of this Information Statement.
Neither the Securities and Exchange Commission nor any state securities
regulators have approved the Mykrolis Corporation common stock to be issued to
you pursuant to this distribution or determined if this Information Statement
is accurate or adequate. Any representation to the contrary is a criminal
offense. The date of this Information Statement is February 14, 2002.
This information statement does not constitute an offer to sell
or the solicitation of an offer to buy any securities.
TABLE OF CONTENTS
Item Page
---- ----
Information About the Distribution of Shares of Mykrolis Corporation
The Distribution.................................................... 3
The Number of Shares You Will Receive............................... 3
Trading Between the Record Date and the Distribution Date........... 3
When and How You Will Receive the Shares............................ 4
U.S. Federal Income Tax Consequences................................ 5
Information About Mykrolis
Mykrolis' Business.................................................. 7
Background of the Separation of Mykrolis from Millipore Corporation. 8
Information About Mykrolis Common Stock
Mykrolis Common Stock............................................... 8
Market for Mykrolis Common Stock.................................... 9
Mykrolis Transfer Agent............................................. 9
Where You Can Find Additional Information.............................. 9
2
INFORMATION ABOUT THE DISTRIBUTION OF SHARES OF
MYKROLIS CORPORATION
The Distribution
On January 28, 2002, the board of directors of Millipore Corporation
approved the distribution of the shares of common stock of Mykrolis Corporation
held by Millipore to the holders of Millipore common stock. To effect this
distribution, the Millipore board of directors declared a dividend on Millipore
common stock consisting of 32,500,000 shares of Mykrolis common stock owned by
Millipore. These shares represent all of the shares of Mykrolis Corporation
capital stock beneficially owned by Millipore. The dividend will be distributed
after the close of the market on February 27, 2002, in the amount of
approximately .6768132 of a share of Mykrolis common stock for each share of
Millipore common stock outstanding on the record date as described below.
You will not be required to pay any cash or other consideration for the
shares of Mykrolis common stock distributed to you or to surrender or exchange
your shares of Millipore common stock to receive the dividend of Mykrolis
common stock. The Mykrolis common stock that you will receive is the same as
the Mykrolis common stock that trades on the New York Stock Exchange under the
symbol "MYK."
The Number of Shares You Will Receive
For each share of Millipore common stock that you own at 5:00 p.m., Eastern
time, on February 13, 2002, the record date for the distribution, you will be
entitled to receive that number of whole shares of Mykrolis common stock equal
to the quotient obtained by dividing (a) 32,500,000, the total number of shares
of Mykrolis common stock to be distributed, by (b) the approximate number of
shares of Millipore common stock outstanding at 5:00 p.m., Eastern time, on the
record date. Thus, the following equation determines the number of shares of
Mykrolis common stock you will receive for each share of Millipore common stock
you hold:
Total number of shares of Mykrolis
common stock to be distributed
_____________________________________________ = 32,500,000 /
48,019,158 = .6768132
Total number of shares of Millipore common
stock outstanding as of 5:00 p.m., Eastern
time, on February 13, 2002, the record date
Based on the approximate number of shares of Millipore common stock
outstanding as of February 13, 2002, you will be entitled to receive
approximately .6768132 of a share of Mykrolis common stock for each share of
Millipore common stock you owned at 5:00 p.m., Eastern time, on the record date.
Trading Between the Record Date and the Distribution Date
Between the record date and the close of the market on February 27, 2002,
the distribution date, there will be two markets in Millipore common stock, a
"regular way" market and an "ex-dividend" market. Shares that trade on the
regular way market will trade with an entitlement to shares of Mykrolis common
stock that are distributed. Shares that trade on the ex-dividend market will
trade without an entitlement to shares of Mykrolis common stock that are
distributed. Therefore, if you owned shares of Millipore common stock at 5:00
p.m., Eastern time, on the record date, and sell those shares on the regular
way market prior to the close of the market on February 27, 2002, the
distribution date, you will also be trading the shares of Mykrolis common stock
that would have been distributed to you pursuant to the distribution. If you
sell those shares of Millipore common stock on the ex-dividend market prior to
the distribution date, you will still receive the shares of Mykrolis common
stock that were to be distributed to you as a result of your ownership of those
shares of Millipore common stock on the record date.
3
Mykrolis' common stock currently trades on the New York Stock Exchange under
the symbol "MYK."
When and How You Will Receive the Shares
We will distribute the dividend after the close of the market on February
27, 2002 by releasing to Equiserve Trust Company, N.A., the distribution agent,
the shares of Mykrolis common stock to be distributed. Equiserve Trust Company,
N.A. also serves as transfer agent and registrar for the Mykrolis common stock.
As of 5:00 p.m., Eastern time, on February 27, 2002, the distribution date,
each Millipore stockholder who held their shares of Millipore common stock at
5:00 p.m., Eastern time, on February 13, 2002, the record date, will be
credited with the number of whole shares of Mykrolis common stock to which that
Millipore stockholder is entitled in the distribution. If you hold physical
stock certificates representing your shares of Millipore common stock, you will
initially have your ownership of Mykrolis common stock registered only in
book-entry from. Book-entry registration refers to a method of recording stock
ownership in which no share certificates are issued to stockholders. If your
shares of Millipore common stock are held through a stock brokerage firm, you
will initially have your ownership of Mykrolis common stock recorded on your
brokerage firm's books.
Commencing on or shortly after the distribution date, if you hold physical
stock certificates representing your shares of Millipore common stock and you
are the registered holder of the Millipore shares represented by those
certificates, the distribution agent will mail to you an account statement
indicating the number of shares of Mykrolis common stock that have been
registered in book-entry form in your name. You will receive additional
information regarding book-entry registration at the time of the distribution.
If you have any questions concerning the mechanics of having shares of Mykrolis
common stock registered in book-entry form, we encourage you to contact
Equiserve Trust Company, N.A. by telephone at (800) 730-4001.
Most Millipore stockholders hold their Millipore shares through a stock
brokerage firm. In such cases, the brokerage firm holds your stock in "street
name" and your ownership is recorded on the brokerage firm's books and not
directly on Millipore's books. If you hold your Millipore stock through a stock
brokerage firm, rather than receiving a stock certificate after the
distribution date, your brokerage firm will electronically credit your account
for the shares of Mykrolis common stock that you receive in the distribution.
If you have any questions concerning the mechanics of having shares of Mykrolis
common stock held in "street name," we encourage you to contact your stock
brokerage firm.
Following the distribution date, you may obtain at any time without charge a
physical stock certificate representing your shares of Mykrolis common stock.
If your Mykrolis shares are registered in book-entry form, you may obtain a
physical stock certificate by contacting Equiserve Trust Company, N.A., the
transfer agent and registrar for the Mykrolis common stock, at the address and
telephone number set forth on page 9 of this Information Statement. If your
Mykrolis shares are held in "street name" by your stock brokerage firm, you may
obtain a physical stock certificate by contacting your stock brokerage firm.
The distribution agent will not deliver any fractional shares of Mykrolis
common stock in connection with the distribution. Instead, the distribution
agent will aggregate all fractional shares and sell them in the open market on
behalf of those holders who otherwise would be entitled to receive a fractional
share. Such holders will then receive a cash payment in an amount equal to
their pro rata share of the total net proceeds of that sale. The distribution
agent will determine, in its sole discretion, how, when, through which
broker-dealer and at what price to make these sales. We estimate that it should
generally take about two weeks from the distribution date for the distribution
agent to complete these mailings.
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U.S. Federal Income Tax Consequences
Tax-Free Status of the Distribution. We have received a private letter
ruling from the Internal Revenue Service stating that our distribution of
Mykrolis common stock to our common stockholders will be tax-free to us and to
the holders of our common stock for U.S. federal income tax purposes. This
means that for U.S. federal income tax purposes:
. Millipore common stockholders will not recognize a gain or loss by
reason of the receipt of whole shares of Mykrolis common stock as a
result of the distribution; and
. Millipore will not recognize a gain or loss by reason of the
distribution.
Although private letter rulings are generally binding on the Internal
Revenue Service, we will not be able to rely on this ruling if any of the
factual representations or assumptions that we made to obtain this ruling are,
or become, incorrect or untrue in any material respect. We are not aware of any
facts or circumstances that would cause any of these representations or
assumptions to be incorrect or untrue in any material respect. Nevertheless, if
the Internal Revenue Service subsequently held our distribution to be taxable,
the statements above would not apply and both we and our stockholders could be
subject to U.S. federal income tax.
Subsequent Sale of Stock. If you sell your shares of Mykrolis common stock
or Millipore common stock after the distribution, you will recognize gain or
loss on such sale based on the difference between the proceeds you receive from
the sale and the tax basis allocated to the shares you sold as described below
under "Allocation of Tax Basis." This gain or loss will be a capital gain or
loss, assuming that you held such shares as a capital asset, and will be a
long-term or short-term gain or loss based on your holding period for such
shares as described below under "Holding Period."
Allocation of Tax Basis. The tax basis in your shares of Millipore common
stock immediately prior to the distribution will be allocated between your
Mykrolis common stock and Millipore common stock in proportion to their
relative fair market values on February 27, 2002, the distribution date.
Following the distribution, your aggregate tax basis in your shares of
Millipore common stock and Mykrolis common stock, including any fractional
shares sold for cash as described above, will be the same as your tax basis in
your shares of Millipore common stock immediately prior to the distribution.
To determine your tax basis in your shares of Millipore common stock, you
must first determine (1) the date on which you acquired your Millipore common
stock, and (2) the cost of your shares on that date. Because Millipore has
declared stock splits in the past, your tax basis in any shares of Millipore
common stock acquired prior to a stock split must be divided between the shares
you held prior to the stock split and the shares you received pursuant to the
stock split. If you acquired your shares of Millipore common stock on more than
one occasion, you will need to allocate your tax basis separately for each
group of shares of Millipore common stock you hold.
Holding Period. The holding period for capital gains purposes of the shares
of Mykrolis common stock that you receive as a result of the distribution will
include, and be the same as, the holding period for your shares of Millipore
common stock with respect to which you received your distribution of Mykrolis
common stock, provided that your shares of Millipore common stock are held as a
capital asset on the distribution date.
Treatment of Fractional Shares. If you receive cash in lieu of a fractional
share of Mykrolis common stock as part of the distribution, such cash will be
treated for U.S. federal income tax purposes as paid in exchange for such
fractional share of stock. You will realize a capital gain or loss, provided
that the fractional share is considered to be held as a capital asset, measured
by the difference between the cash you receive for such fractional share and
your tax basis in that fractional share as described above. This capital gain
or loss will be treated as a long-term or short-term gain or loss based on your
holding period for the Millipore common stock with respect to which you
received your distribution of Mykrolis common stock.
5
Examples. To aid you in calculating the allocation of your tax basis, we
have provided examples below, based on the fictitious Companies P and S. In the
following examples, "Company P" is the name of the parent company distributing
shares of its subsidiary, "Company S." Pursuant to Company P's distribution of
the stock it holds of Company S, each holder of Company P common stock is
entitled to receive .25 of a share of Company S common stock for every share of
Company P common stock held by such holder.
1. On April 20, 2001, Stockholder purchased 100 shares of Company P common
stock at $60 per share for a total of $6,000. Stockholder's tax basis in
her shares of Company P common stock is $6,000. After the distribution,
Stockholder receives 25 shares of Company S common stock. On June 1,
2002, Stockholder sold her shares of Company P common stock for $75 per
share and Company S common stock for $50 per share. Stockholder's
proceeds from the sales totaled $8,750. Stockholder's aggregate tax
basis in the shares of Company P common stock and Company S common stock
was $6,000. Therefore, Stockholder will be subject to long-term capital
gains tax on $2,750.
2. On April 20, 2001, Stockholder purchased 50 shares of Company P common
stock at $60 per share for a total of $3,000. Upon the distribution,
Stockholder was entitled to 12.5 shares of Company S common stock.
Stockholder received 12 shares of Company S common stock and $20 in
cash, one-half of the value of one share of Company S common stock.
Immediately following the distribution, the fair market value of Company
P common stock was $70 per share and the fair market value of Company S
common stock was $40 per share. Stockholder's aggregate tax basis in the
shares of Company P common stock and Company S common stock (including
the fractional share) is $3,000. Because each holder of Company P common
stock was entitled to receive .25 of a share of Company S common stock
in the distribution for each share of Company P common stock held by
such holder, the relative fair market value of Company S common stock to
Company P common stock on the distribution date was $500 to $3,500 (12.5
multiplied by $40 per share, and 50 multiplied by $70 per share). Based
on these relative fair market values, 12.5% (the $500 fair market value
of Company S common stock divided by $4,000, the sum of the fair market
values of Company P common stock and Company S common stock) of
Stockholder's aggregate tax basis in her Company P common stock must be
allocated to her Company S common stock. Accordingly, Stockholder's
aggregate tax basis in her Company P common stock would be reduced to
$2,625 (87.5% of $3,000), or $52.50 per share ($2,625 divided by 50
shares), and Stockholder's aggregate tax basis in her Company S common
stock (including the fractional share) would be $375 (12.5% of $3,000),
or $30 per share ($375 divided by 12.5 shares).
Because the receipt of cash in lieu of fractional shares results in the
recognition of gain or loss for U.S. Federal income tax purposes,
measured by the difference between the cash received for such
fractional shares and the tax basis in such fractional shares,
Stockholder will be subject to long-term capital gains tax on $5 ($20
cash received in lieu of one-half of one share of Company S common
stock minus $15 tax basis allocated to such fractional share).
State, Local and Foreign Tax Consequences. You should consult your own tax
advisor regarding the state, local and foreign tax consequences of your receipt
of shares of Mykrolis common stock and any payment for fractional shares.
Tax Return Statement. U.S. Treasury regulations require you to attach a
detailed statement setting forth certain information regarding the distribution
to your U.S. federal income tax return for the year in which the distribution
occurs. Within a reasonable time after completion of the distribution, we will
provide you with the information necessary to comply with that requirement. You
should retain this statement so that it can be completed and attached to your
tax return.
The summary of U.S. federal income tax consequences set forth above is for
general information purposes only and may not be applicable to Millipore
stockholders who are not citizens or residents of the United States or who are
otherwise subject to special treatment under the Internal Revenue Code. All
stockholders should consult their own tax advisors as to the particular tax
consequences to them of the distribution, including the state, local and (if
applicable) foreign tax consequences.
6
INFORMATION ABOUT MYKROLIS
Mykrolis' Business
In the early 1980's, Millipore internally developed products with
applications in semiconductor manufacturing, which became the Millipore
microelectronics business unit. Subsequently, through internal development and
acquisitions, Millipore expanded that business unit into the business that now
makes up Mykrolis Corporation.
Mykrolis is a worldwide developer, manufacturer and supplier of liquid and
gas delivery systems, components and consumables used to precisely measure,
deliver, control and purify the process liquids, gases and chemicals, as well
as the deionized water, photoresists and vacuum systems, that are utilized in
the semiconductor manufacturing process. In addition, Mykrolis' products are
used to manufacture a range of other products, such as flat panel displays,
high purity chemicals, photoresists, solar cells, gas lasers, optical disks and
fiber optic cables. Mykrolis' products use purification technologies to remove
particles, ions and molecules from liquid or gas streams, as well as
electro-mechanical, pressure differential and related technologies to permit
semiconductor and other electronics manufacturers to monitor and control the
flow and condition of liquids, gases and vacuum systems used in these
manufacturing processes. Mykrolis' specially designed proprietary filters
remove sub-micron sized particles and bubbles from the different chemical fluid
streams, typically liquid or gas, that are used in the manufacturing process.
Mykrolis is an integrated multinational manufacturer, and sells its products
and services to semiconductor device manufacturers, as well as to original
equipment manufacturers and materials suppliers to those companies. Mykrolis
sells its products primarily through its direct sales force located in over 19
offices worldwide. Mykrolis also has a network of service and support
facilities to serve its customers worldwide. Mykrolis' major customer groups
include semiconductor device manufacturers, semiconductor original equipment
manufacturers and gas and chemical materials companies. Mykrolis' customers
include most major semiconductor device manufacturers and semiconductor
equipment suppliers in the United States, Japan, Taiwan, Korea and Europe, as
well as other electronic device manufacturers.
As of January 1, 2002, Mykrolis had approximately 927 full-time employees.
Mykrolis' principal executive offices are located at One Patriots Park,
Bedford, Massachusetts 01730, and its telephone number is (877) 695-7654.
Mykrolis maintains a website on the Internet at http://www.mykrolis.com.
Information contained in Mykrolis' website is not incorporated by reference
into this Information Statement, and you should not consider that information
as part of this Information Statement.
7
Background of the Separation of Mykrolis from Millipore Corporation
On October 3, 2000, Millipore announced its plan to make its
microelectronics operating division, which was subsequently organized as
Mykrolis Corporation, an independent, publicly-traded company focused on the
microelectronics industry. Mykrolis Corporation is a Delaware corporation
organized in October 2000 as a wholly-owned subsidiary of Millipore. In
connection with its incorporation, Mykrolis issued 32,500,000 shares of
Mykrolis common stock to Millipore. On March 31, 2001, Millipore effected the
separation of our business from Mykrolis' business pursuant to the master
separation and distribution agreement and the other related separation
agreements. Since March 31, 2001, Mykrolis has operated substantially as a
separate company from Millipore under the direction of Mykrolis' board of
directors.
At the time of the separation, Mykrolis entered into various agreements with
Millipore related to interim and ongoing services and relationships between
Millipore and Mykrolis such as information technology support services, supply
chain management, human resources administration, research and development,
product order administration, customer support, manufacture of membranes,
product distribution, buildings and facilities, treasury services and legal,
tax and accounting services. The terms of those agreements, which were
negotiated in the context of a parent-subsidiary relationship, may be more or
less favorable to Millipore or Mykrolis than if they had been negotiated with
unaffiliated third parties.
Mykrolis' board of directors and Millipore's board of directors approved the
initial public offering of shares of Mykrolis common stock in March 2001 and
July 2001, respectively. After the completion of Mykrolis' initial public
offering in August 2001, Millipore continued to own 32,500,000 shares of
Mykrolis' common stock, which represented approximately 82.3% of Mykrolis'
outstanding common stock.
On January 28, 2002, Millipore's board of directors approved the
distribution of the 32,500,000 shares of Mykrolis common stock owned by
Millipore to the holders of Millipore common stock by means of a dividend as
described in this Information Statement. After the distribution, Millipore will
not own any shares of Mykrolis common stock, and Mykrolis will be a separate,
independent, publicly-traded company. On January 28, 2002, Millipore announced
that it will distribute on February 27, 2002 all of the shares of Mykrolis
common stock it owns to the holders of Millipore common stock as of February
13, 2002 on a pro rata basis, except that certain persons who acquire shares of
Millipore common stock subsequent to February 13, 2002, as described in this
Information Statement, may also be entitled to receive the dividend.
INFORMATION ABOUT MYKROLIS COMMON STOCK
Mykrolis Common Stock
Under Mykrolis' Restated Certificate of Incorporation, Mykrolis' authorized
capital stock consists of 250,000,000 shares of common stock, par value $0.01
per share, and 5,000,000 shares of undesignated preferred stock, par value
$0.01 per share. As of January 1, 2002, there were 39,500,000 shares of
Mykrolis common stock outstanding and no shares of Mykrolis preferred stock
outstanding.
Prior to the distribution, Millipore will own 32,500,000 shares of the
issued and outstanding Mykrolis common stock. Following the distribution, those
32,500,000 shares of the issued and outstanding Mykrolis common stock will be
owned by the stockholders of Millipore pro rata based on their ownership of
Millipore common stock.
8
Holders of Mykrolis common stock are entitled to one vote per share on all
matters to be voted on by Mykrolis stockholders.
Market for Mykrolis Common Stock
Mykrolis common stock currently trades on the New York Stock Exchange under
the symbol "MYK." A public market was established for the Mykrolis common stock
as a result of Mykrolis' initial public offering in August 2001.
The following table sets forth, for the periods indicated, the high and low
last sale prices of Mykrolis common stock as reported on the New York Stock
Exchange. We urge you to obtain current quotations for the Mykrolis common
stock. Since Mykrolis' initial public offering in August 2001, the market price
of the Mykrolis common stock has fluctuated widely. Consequently, both the
historical and current market price of the Mykrolis common stock may not be
indicative of future market prices for the Mykrolis common stock.
2001 High Low
---- ----- -----
Third Quarter (August 9 to September 30) 16.25 8.97
Fourth Quarter (October 1 to December 31) 16.00 7.51
2001
----
First Quarter (January 1 to February 13) 14.75 11.95
Mykrolis Transfer Agent
The transfer agent and registrar for the Mykrolis common stock is EquiServe
Trust Company, N.A. You may contact the transfer agent and registrar at the
address and telephone number set forth below. All correspondence should be sent
to the following address:
EquiServe, L.P.
Shareholder Services
P.O. Box 43010
Providence, RI 02940-3010
Telephone Number (800) 730-4001
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Mykrolis and Millipore are each subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, each company files registration statements, reports, proxy
statements and other information with the SEC, including financial statements.
Mykrolis has been subject to the Securities Exchange Act reporting requirements
for at least 90 days and is current in its reporting. If you would like more
information about Mykrolis, we urge you to read Mykrolis' reports filed with
the SEC.
You may read and copy Mykrolis' and Millipore's reports filed with the SEC
at the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. You may also inspect these reports at the SEC's website at
http://www.sec.gov, or you may obtain copies of these materials at prescribed
rates from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
9