Millipore 3.75%, 5.875% noteholders get change-of-control put option

By Angela McDaniels

Tacoma, Wash., July 27 - Millipore Corp. granted a change-of-control put option to the holders of its 3.75% convertible senior notes due 2026 and its 5.875% senior notes due 2016, according to a company news release.

The put option expires at 5 p.m. ET on Aug. 20 for the convertibles and at 5 p.m. ET on Aug. 23 for the 5.875% notes. Any notes put back to the company will be repurchased on Aug. 25.

The company will pay par for the convertibles and 101 for the 5.875% notes.

Holders will also receive accrued interest up to but excluding the repurchase date plus, in the case of the 5.875% notes, any additional amounts then payable under the indenture.

Holders of the 5.875% notes who exercise the option must put back all of their notes. Convertibles holders have the option to put back only a portion of their notes.

The change of control occurred on July 14 when Millipore was acquired by Merck KGaA. All of Millipore's common stock was exchanged for $107 per share in cash, and the stock was delisted from the New York Stock Exchange on July 25.

As previously reported, a make-whole conversion period began for the convertibles on June 14 and will end on Aug. 25.

During this period, each $1,000 principal amount of the notes is convertible into $1,262.64 in cash, which is equal to the make-whole conversion ratio - 11.8004 shares per $1,000 principal amount of notes - multiplied by the price paid per share in the acquisition.

Millipore is a life science company based in Billerica, Mass. Merck is a pharmaceutical and chemical company based in Darmstadt, Germany.

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