Sigma Aldrich Agrees to Divest Parts of Solvents and Inorganics Business in Europe in Merck KGaA’s $17 Bn Acquisition Bid

Merck KGaA reports that Sigma-Aldrich, the US life science company it plans to acquire for $17 billion, has agreed to sell parts of its solvents and inorganics business in Europe to Honeywell in fulfilment of commitments made to the European Union to win antitrust approval for its acquisition of Sigma-Aldrich.

Merck KGaA has submitted the agreement with Honeywell to the European Commission, which has to approve the transaction for Merck KGaA to complete the acquisition of Sigma-Aldrich. The European Commission previously provided conditional approval for the acquisition of Sigma-Aldrich on June 15, 2015. Merck KGaA continues to expect closing until the end of November 2015 as announced on September 28, 2015. In addition to the approval from the European Commission, the closing follows the approval of the acquisition by Sigma-Aldrich's shareholders at a special meeting held on December 5, 2014 and the satisfaction of other customary conditions, including antitrust clearance in the United States, China, Japan, and several other regions.

Sigma-Aldrich have agreed to sell parts of Sigma-Aldrich's solvents and inorganics business in Europe to Honeywell. These include its manufacturing and all related assets in Seelze, Germany, where most of the solvents and inorganics sold by Sigma-Aldrich in Europe are manufactured. In addition, Honeywell will acquire the solvents and inorganics sold by Sigma-Aldrich in Europe under the Sigma-Aldrich brand, worldwide under the Fluka brand and associated trademarks such as Hydranal and Chromasolv as well as a temporary license to the Sigma-Aldrich brand for the supply of solvents and inorganics in the European Economic Area. Further, transitional services to ensure a competitive business and enable Honeywell to build up its own channel to the market have been agreed upon. While the agreement with Honeywell is subject to customary closing conditions, including regulatory review, these approvals do not constitute a precondition for the European Union approval and completion of the Sigma-Aldrich transaction.

Source: Merck KGaA

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