MERCK Kommanditgesellschaft auf Aktien (DB:MRK) signed a definitive agreement to acquire Intermolecular, Inc. (NasdaqGS:IMI) for $61.9 million on May 6, 2019. Under the terms of the agreement, the common stock, restricted shares and restricted stock units or performance stock units of Intermolecular Inc. will be acquired for $1.20 each, in cash. Each option of Intermolecular that remains outstanding as of immediately prior to the effective time shall be canceled and terminated as of the effective time and the holder of each such option shall be paid an amount in cash, if any, equal to the product obtained by multiplying the aggregate number of shares of Intermolecular underlying such option by the amount, if any, by which the offer price exceeds the per share exercise price of such option. Under the transaction, 2.29 million options of Intermolecular with a weighted average exercise price of $1.01 per share, will be acquired. MERCK expects to use cash on hand and/or funds available to it, to finance the transaction. Upon closing, Intermolecular will operate as a wholly owned subsidiary of MERCK. Upon termination of the agreement under specified circumstances, including in connection with Intermolecular's entry into a definitive agreement providing for the consummation of a superior proposal as permitted under the agreement, Intermolecular will be required to pay MERCK a termination fee of $2.34 million. Intermolecular's employees will become part of MERCK's electronic materials business. 

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.