Sigma-Aldrich Corporation Announces Filing Of Definitive Proxy Statement And Date Of Special Meeting Of Stockholders
ST. LOUIS, Nov. 3, 2014 /PRNewswire/ -- Sigma-Aldrich Corporation (NASDAQ: SIAL), a leading Life Science and Technology company, today announced that it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission regarding the pending acquisition of the Company by Merck KGaA, Darmstadt, Germany, and has set the date for a special meeting of stockholders to approve the transaction.
Sigma-Aldrich's special meeting of stockholders will be held on Friday, December 5, 2014, at 9:00 AM Central Time at the Sigma-Aldrich Corporation Life Science and Technology Center located at 2909 Laclede Avenue, St. Louis, MO. The Special Meeting Rules of Conduct are available at http://investor.sigmaaldrich.com/ under "Corporate Governance."
All stockholders of record of Sigma-Aldrich's common stock as of the close of business on October 29, 2014, will be entitled to vote their shares either in person or by proxy. Under the terms of the merger agreement, at the effective time of the merger, each issued and outstanding share of Sigma-Aldrich common stock will be converted into the right to receive $140.00 in cash, without interest, subject to applicable withholding taxes.
The board of directors of Sigma-Aldrich unanimously recommends a vote "FOR" the proposal to adopt the merger agreement. The transaction, which is expected to be completed in mid-2015, remains subject to the satisfaction of the closing conditions set forth in the merger agreement, including adoption of the merger agreement by Sigma-Aldrich's stockholders at the special meeting.
About Sigma-Aldrich: Sigma-Aldrich, a leading Life Science and Technology company focused on enhancing human health and safety, manufactures and distributes 230,000 chemicals, biochemicals and other essential products and 40,000 equipment products to more than 1.4 million customers globally in research and applied labs as well as in industrial and commercial markets. With three distinct business units – Research, Applied and SAFC Commercial – Sigma-Aldrich is committed to enabling science to improve the quality of life. The Company operates in 37 countries, has approximately 9,000 employees worldwide and had sales of $2.7 billion in 2013. For more information about Sigma-Aldrich, please visit its website at www.sigma-aldrich.com.
Cautionary Statement: This release contains forward-looking statements. Such statements involve risk and uncertainty, including financial and business environment risks and projections. Such statements include those preceded or followed by, or including the words, "will be," "is expected," or similar expressions, and other statements contained herein regarding matters that are not historical facts. Additionally, this release contains forward-looking statements relating to certain acquisitions and transactions, future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including, without limitation, statements with respect to the Company's expectations, goals, beliefs, intentions and the like regarding future sales, earnings, return on equity, return on invested capital, cost savings, process improvements, free cash flow, share repurchases, capital expenditures, acquisitions and other matters. These statements are based on assumptions regarding the Company's operations, investments and acquisitions and conditions in the markets the Company serves. While the Company believes these statements are reasonable, such statements are subject to risks and uncertainties, including, among others, certain economic, political and technological factors. Actual results could differ materially from those stated or implied in this release, due to, but not limited to, such factors as (1) successfully completing the proposed merger with Merck KGaA, Darmstadt, Germany, which is dependent upon and/or may be affected by a number of factors, including, with limitation, (i) the receipt of stockholder approval for the transaction and (ii) the timely receipt of the regulatory approvals required for the transaction, (2) potential disruption to our business occurring during the period between the announcement of the Merger Agreement and the closing of the transaction, (3) global economic conditions and other factors affecting the creditworthiness of our customers around the world, (4) changes in pricing and the competitive environment and the global demand for the Company's products, (5) changes in foreign currency exchange rates, (6) changes in research funding and the success of research and development activities, (7) failure of planned sales initiatives in our Research, Applied and SAFC Commercial business units and global supply chain efficiency improvements, (8) dependence on uninterrupted manufacturing operations and a global supply chain, (9) changes in the regulatory environment in which the Company operates, (10) changes in worldwide tax rates or tax benefits from domestic and international operations, including the matters described in Note 12 - Income Taxes, to the Company's consolidated financial statements included in Item 8 of Part II of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 (the "10-K"), (11) exposure to litigation including product liability claims, (12) the ability to maintain adequate quality standards, (13) reliance on third party package delivery services, (14) an unanticipated increase in interest rates, (15) other changes in the business environment in which the Company operates, (16) acquisitions or divestitures of businesses, (17) the amount of restructuring charges, if any and (18) the outcome of the outstanding matters described in Note 14 - Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Item 8 of Part II of the 10-K. A further discussion of the Company's risk factors can be found in Item 1A of Part I of the 10-K. The Company does not undertake any obligation to update these forward-looking statements.
Important Additional Information: This communication may be deemed to be solicitation material in respect of the proposed acquisition of Sigma-Aldrich by Merck KGaA, Darmstadt, Germany. The proposed acquisition will be submitted to the stockholders of Sigma-Aldrich for their consideration. In connection therewith, on November 3, 2014, Sigma-Aldrich filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC"). Sigma-Aldrich will also begin mailing the definitive proxy statement on November 3, 2014, to its stockholders of record as of the close of business on October 29, 2014. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain free copies of the proxy statement, any amendments or supplements thereto and other documents containing important information about Sigma-Aldrich, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on Sigma-Aldrich's website at http://investor.sigmaaldrich.com under the heading "Financial Information—SEC Filings". Stockholders of Sigma-Aldrich may also obtain a free copy of the definitive proxy statement by contacting Sigma-Aldrich's Investor Relations Department at (314) 898-4643.
Sigma-Aldrich and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Sigma-Aldrich is set forth in its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on March 21, 2014, its annual report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 6, 2014, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of Sigma-Aldrich and a description of their direct and indirect interests, by share holdings or otherwise, is contained in the definitive proxy statement and other relevant materials filed with the SEC.
Sigma-Aldrich is a registered trademark of Sigma-Aldrich Co. LLC.
SOURCE Sigma-Aldrich Corporation
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