Publication of Merck KGaA, Darmstadt, Germany. In the United
States and Canada the group of companies affiliated with Merck
KGaA, Darmstadt, Germany operates under individual business
names (EMD Serono, Millipore Sigma, EMD Performance Materials).
To reflect such fact and to avoid any misconceptions of the
reader of the publication certain logos, terms and business
descriptions of the publication have been substituted or additional
descriptions have been added. This version of the publication,
therefore, slightly deviates from the otherwise identical version
of the publication provided outside the United States and Canada.
Cautionary Note Regarding Forward-Looking Statements and financial
This communication may include "forward-looking statements."
Statements that include words such as "anticipate,"
"expect," "should," "would," "intend,"
"plan," "project," "seek," "believe,"
"will," and other words of similar meaning in connection
with future events or future operating or financial performance
are often used to identify forward-looking statements. All statements
in this communication, other than those relating to historical
information or current conditions, are forward-looking statements.
We intend these forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements in
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks
and uncertainties, many of which are beyond control of Merck
KGaA, Darmstadt, Germany, which could cause actual results to
differ materially from such statements.
Risks and uncertainties include, but are not limited to: the
risks of more restrictive regulatory requirements regarding
drug pricing, reimbursement and approval; the risk of stricter
regulations for the manufacture, testing and marketing of products;
the risk of destabilization of political systems and the establishment
of trade barriers; the risk of a changing marketing environment
for multiple sclerosis products in the European Union; the risk
of greater competitive pressure due to biosimilars; the risks
of research and development; the risks of discontinuing development
projects and regulatory approval of developed medicines; the
risk of a temporary ban on products/production facilities or
of non-registration of products due to non-compliance with quality
standards; the risk of an import ban on products to the United
States due to an FDA warning letter; the risks of dependency
on suppliers; risks due to product-related crime and espionage;
risks in relation to the use of financial instruments; liquidity
risks; counterparty risks; market risks; risks of impairment
on balance sheet items; risks from pension obligations; risks
from product-related and patent law disputes; risks from antitrust
law proceedings; risks from drug pricing by the divested Generics
Group; risks in human resources; risks from e-crime and cyber
attacks; risks due to failure of business-critical information
technology applications or to failure of data center capacity;
environmental and safety risks; unanticipated contract or regulatory
issues; a potential downgrade in the rating of the indebtedness
of Merck KGaA, Darmstadt, Germany; downward pressure on the
common stock price of Merck KGaA, Darmstadt, Germany and its
impact on goodwill impairment evaluations, as well as the impact
of future regulatory or legislative actions.
The foregoing review of important factors should not be construed
as exhaustive and should be read in conjunction with the other
cautionary statements that are included elsewhere, including
the Report on Risks and Opportunities Section of the most recent
annual report and quarterly report of Merck KGaA, Darmstadt,
Germany. Any forward-looking statements made in this communication
are qualified in their entirety by these cautionary statements,
and there can be no assurance that the actual results or developments
anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to,
or effects on, us or our business or operations. Except to the
extent required by applicable law, we undertake no obligation
to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments
This presentation contains certain financial indicators such
as EBITDA pre exceptionals, net financial debt and earnings
per share pre exceptionals, which are not defined by International
Financial Reporting Standards (IFRS). These financial indicators
should not be taken into account in order to assess the performance
of Merck KGaA, Darmstadt, Germany in isolation or used as an
alternative to the financial indicators presented in the consolidated
financial statements and determined in accordance with IFRS.
The figures presented in this statement have been rounded. This
may lead to individual values not adding up to the totals presented.
Additional Important Information and Where to Find It
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates
to a proposal which Merck KGaA, Darmstadt, Germany has made
for a business combination transaction with Versum Materials,
Inc. ("Versum"). In furtherance of this proposal and
subject to future developments, Merck KGaA, Darmstadt, Germany
(and, if a negotiated transaction is agreed, Versum) intends
to file relevant materials with the SEC, including a proxy statement
on Schedule 14A (the "Proxy Statement"). This communication
is not a substitute for the Proxy Statement or any other document
MerckKGaA, Darmstadt, Germany, Versum or Entegris, Inc. may
file with the SEC in connection with the proposed transaction.
STOCKHOLDERS OF VERSUM ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive Proxy Statement will be delivered to the stockholders
of Versum. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other
documents filed with the SEC by Merck KGaA, Darmstadt, Germany
through the website maintained by the SEC at http://www.sec.gov.
Participants in Solicitation
Merck KGaA, Darmstadt, Germany and its directors and executive
officers may be deemed to be participants in the solicitation
of proxies from the holders of Versum common stock in respect
of the proposed transaction. Information regarding the participants
in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will
be contained in the Proxy Statement and other relevant materials
to be filed with the SEC in respect of the proposed transaction
when they become available.