MERCK Kommanditgesellschaft auf Aktien (DB:MRK) completed the acquisition of Intermolecular, Inc..
The transaction is subject to the approval of Intermolecular's stockholders, regulatory clearances including approval by Committee on Foreign Investment in the United States, and the satisfaction of other customary closing conditions. The acquisition has been unanimously approved by the Executive Board of MERCK and by Intermolecular's Board of Directors. Intermolecular's Board shall also recommend adoption of the agreement by its stockholders. In connection with the agreement, certain executive officers, directors and stockholders of Intermolecular holding approximately 31% stake in Intermolecular, have entered into support agreements with MERCK to vote all of their shares in favor of the adoption of the agreement and approval of the merger. As of May 28, 2018, the Board of Intermolecular unanimously recommended that the shareholders vote for the transaction. As of July 17, 2019, the transaction has been approved by the shareholders of Intermolecular. The transaction is expected to close in the second half of 2019. David Martland and Brian Krob of Nixon Peabody LLP acted as legal advisors for MERCK. Tad Freese and Chad Rolston of Latham & Watkins LLP acted as legal advisors for Intermolecular. Cowen and Company, LLC acted as financial advisor and fairness opinion provider to Intermolecular. MacKenzie Partners, Inc. acted as Proxy Solicitor for Intermolecular. Cowen and Company, LLC will be entitled to receive a fee of approximately $1.56 million, $0.5 million of which became payable upon Cowen informing the Board that it was prepared to render its opinion and the balance of which is contingent upon the consummation of the merger. MacKenzie Partners, Inc. will receive a fee of $0.015 million for its services. American Stock Transfer & Trust Company, LLC acted as transfer agent to Intermolecular. Shearman & Sterling LLP, Investment Banking Arm acted as financial advisor to Intermolecular, Inc.
MERCK Kommanditgesellschaft auf Aktien (DB:MRK) completed the acquisition of Intermolecular, Inc. (NasdaqGS:IMI) on September 20, 2019. Pursuant to the terms of the merger agreement, at the Effective Time, (i) Christian Kramer, the Intermolecular's Chief Executive Officer, resigned from his position as an Officer of the Intermolecular and (ii) Luiz Vieira and Monica Elliott, became officers of the Intermolecular. Additionally, Casper van Oosten was appointed to serve as the Intermolecular's principal Executive Officer, effective September 20, 2019. Bill Roeschlein, the Intermolecular's Chief Financial Officer, will continue to serve as principal financial Officer through the two-month anniversary of the closing of the Merger. As a part of closing, approximately 90 employees at Intermolecular's Research & Development site in San Jose, California, USA will become part of the Performance Materials business sector of Merck KGaA, Darmstadt, Germany. The closing follows the satisfaction of regulatory clearances and other customary closing conditions.