Merck KGaA - Tender Offer - Results

Merck KGaA announces the results for its Tender Offer in respect of its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2080 with a First Call Date 2026 (ISIN: XS2218405772) (with an outstanding amount of EUR 1,000,000,000) and its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2079 with a First Call Date 2029 (ISIN: XS2011260705) (with an outstanding amount of EUR 750,600,000)

20 NOVEMBER 2023

Full announcements, including disclaimers and restrictions available via Luxse 

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"The Company has decided to set the Maximum Acceptance Amount to EUR 275,000,000.

The Company has accepted tenders in the principal amount set out in the table below:

The aggregate principal amount of 2026 Notes and 2029 Notes accepted for purchase is EUR 275,000,000.

The Company will also pay Accrued Interest with respect to the purchased Notes.

The Offers commenced on 10 November 2023 and expired at 5:00 p.m. (Frankfurt time) on 17 November 2023. Settlement is expected to take place on 22 November 2023 (the "Settlement Date")."

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Merck KGaA announces Tender Offer up to the Maximum Acceptance Amount in respect of its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2080 with a First Call Date 2026 (ISIN: XS2218405772) (with an outstanding amount of EUR 1,000,000,000) and its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2079 with a First Call Date 2029 (ISIN: XS2011260705) (with an outstanding amount of EUR 750,600,000)

10 NOVEMBER 2023

Full announcements, including disclaimers and restrictions available via Luxse

"10 November 2023. Merck KGaA (the "Company") announces today an invitation to eligible holders of (i) its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2080 with a First Call Date 2026 (ISIN: XS2218405772) (with an outstanding amount of EUR 1,000,000,000) (the "2026 Notes") and (ii) its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2079 with a First Call Date 2029 (ISIN: XS2011260705) (with an outstanding amount of EUR 750,600,000) (the "2029 Notes") (the 2026 Notes together with the 2029 Notes, the "Notes") to tender their Notes for purchase by the Company for cash up to the Maximum Acceptance Amount (as defined below) (the invitation regarding the 2026 Notes the “2026 Notes Offer" and the invitation regarding the 2029 Notes the "2029 Notes Offer", and together, the “Offers”). The Offers are being made on the terms and subject to the conditions contained in a tender offer memorandum dated 10 November 2023 (the "Tender Offer Memorandum") prepared by the Company and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. "

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"Summary of the Offers

Rationale for the Offers

The purpose of the Offers is, amongst other things, to proactively manage the Company's layer of hybrid capital: through the transaction, the Company expects to reduce its outstanding hybrid capital portfolio by up to EUR 300 million. Notes purchased by the Company pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold."

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e), 1-212-430-3774 (Banks and Brokers)."