- Current report filing (8-K)
January 09 2012 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of report (Date of earliest event reported): January 8, 2012
Sigma-Aldrich Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-8135
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43-1050617
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3050 Spruce Street, St. Louis, Missouri 63103
(Address of Principal Executive Offices, Including Zip Code)
Registrants telephone number, including area code: (314) 771-5765
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (
see
General Instruction
A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 Registrants Business and Operations
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 8, 2012, Sigma-Aldrich Corporation (Sigma-Aldrich), Sigma-Aldrich Holding LLC, a wholly-owned subsidiary of Sigma-Aldrich (Sigma-Aldrich Holding, and together with
Sigma-Aldrich, Purchaser), Sigma-Aldrich Acquisition LLC, a wholly-owned subsidiary of Sigma-Aldrich Holding (Merger Sub), BioReliance Holdings, Inc. (the Company), and Avista Capital Partners GP, LLC
(Avista), as representative to the securityholders of the Company, entered into a definitive agreement and plan of merger (the Agreement). The Agreement provides that Purchaser and Merger Sub will effect a merger of Merger
Sub with and into the Company (the Merger). Upon consummation of the Merger, Merger Sub will cease to exist and the Company will become a subsidiary of Purchaser. The aggregate transaction purchase price will be approximately
$350,000,000 in cash, subject to certain adjustments at closing and post-closing.
The Agreement contains customary representations and
warranties and also contains customary covenants made by the Company, including, among others, covenants (i) to conduct its businesses in the ordinary course consistent with past practice during the interim period between the execution of the
Agreement and consummation of the transactions contemplated by the Agreement, (ii) not to engage in certain kinds of transactions during such period, (iii) to engage in exclusive dealing and (iv) to use commercially reasonable efforts
to consummate the transactions contemplated by the Agreement as promptly as practicable.
Consummation of the transactions contemplated by the
Agreement is subject to customary closing conditions, including the absence of certain legal impediments to the consummation of the transactions and the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The Agreement contains certain termination rights for both Purchaser and the Company, including the right of Purchaser or the Company to terminate if the Closing shall not have occurred by March 31, 2012
(unless extended in certain circumstances).
The parties expect to close the transactions contemplated by the Agreement in the first quarter
of 2012, subject to the receipt of regulatory approval and the satisfaction of other closing conditions. Other than the Agreement and any ancillary related agreements, there is no material relationship between any of Purchaser, Merger Sub and
Sigma-Aldrich and the Company or Avista.
The foregoing description of the Agreement and the transactions contemplated thereby does not
purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement, which is filed as Exhibit 2.1 hereto, and incorporated into this report by reference.
Section 8 Other Events
On January 9, 2012,
Sigma-Aldrich issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger, dated January 8, 2012, by and among Sigma-Aldrich Corporation, Sigma-Aldrich Holding LLC, Sigma-Aldrich Acquisition LLC, BioReliance Holdings, Inc.,
and Avista Capital Partners GP, LLC.
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99.1
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Text of press release dated January 9, 2012.
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*
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The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Sigma-Aldrich hereby undertakes to furnish copies of any of the omitted
schedules and exhibits to the U.S. Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SIGMA-ALDRICH CORPORATION
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Date: January 9, 2012
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By
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/s/ George L. Miller
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George L. Miller
Senior
Vice President, General Counsel and Secretary
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Exhibit Index
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger, dated January 8, 2012, by and among Sigma-Aldrich Corporation, Sigma-Aldrich Holding LLC, Sigma-Aldrich Acquisition LLC, BioReliance Holdings, Inc.,
and Avista Capital Partners GP, LLC.
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99.1
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Text of press release dated January 9, 2012.
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*
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The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Sigma-Aldrich hereby undertakes to furnish copies of any of the omitted
schedules and exhibits to the U.S. Securities and Exchange Commission upon request.
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