Obligation Merck & Co 2.625% ( XS1152338072 ) en EUR

Merck & Co

100.114 % ⇌

Allemagne

XS1152338072 ( en EUR )

2.625% par an ( paiement annuel )

12/12/2074

Prospectus brochure de l'obligation Merck & Co XS1152338072 en EUR 2.625%, échéance 12/12/2074

1 000 EUR

1 000 000 000 EUR

12/06/2024 ( Dans 25 jours )

L'Obligation émise par Merck & Co ( Allemagne ) , en EUR, avec le code ISIN XS1152338072, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/12/2074

December 8, 2014

Merck KGaA
(Darmstadt, Germany)
EUR [] Subordinated Fixed to Reset Rate Notes due 2074
with a First Call Date 2021
and
EUR [] Subordinated Fixed to Reset Rate Notes due 2074
with a First Call Date 2024
Merck KGaA, incorporated in the Federal Republic of Germany, (the "Issuer" and, together with its consolidated subsidiaries, the "Merck Group", "Group" or
"Merck") will issue EUR [] in aggregate principal amount of subordinated notes subject to interest rate reset at 5 year intervals commencing on the first call date
on June 12, 2021 (the "NC6.5 Notes") and EUR [] in aggregate principal amount of subordinated notes subject to interest rate reset at 5 year intervals
commencing on the first call date on December 12, 2024 (the "NC10 Notes" and, together with the NC6.5 Notes, the "Notes" and each a "Series"), each on
December 12, 2014 (the "Issue Date") at an issue price of []% of their principal amount in respect of the NC6.5 Notes (the "NC6.5 Issue Price") and []% of
their principal amount in respect of the NC10 Notes (the "NC10 Issue Price" and together, with the NC6.5 Issue Price, each an "Issue Price"). The Notes are
issued in denominations of EUR 1,000 each (the "Specified Denomination").
The NC6.5 Notes shall bear interest on their principal amount (i) from and including December 12, 2014 (the "Issue Date") to but excluding June 12, 2021 (the "NC6.5
First Call Date") at a rate of []% per annum (the "NC6.5 Fixed Interest Rate"); (ii) from and including the NC6.5 First Call Date to but excluding June 12, 2026 at
the relevant 5 year swap rate for the relevant reset period plus a margin of [] basis points per annum (the "NC6.5 Initial Margin"); (iii) from and including June 12,
2026 to but excluding June 12, 2041 at the relevant 5 year swap rate for the relevant reset period plus a margin (being equal to the NC6.5 Initial Margin plus 25 basis
points per annum); and (iv) from and including June 12, 2041 to but excluding December 12, 2074 (the "Maturity Date") (including the last interest period from and
including June 12, 2074 to, but excluding December 12, 2074 (short last coupon)) at the relevant 5 year swap rate for the relevant reset period plus a margin (being
equal to the NC6.5 Initial Margin plus 100 basis points per annum).
The NC10 Notes shall bear interest on their principal amount (i) from and including the Issue Date to but excluding December 12, 2024 (the "NC10 First Call
Date" and together, with the NC6.5 First Call Date, each a "First Call Date") at a rate of []% per annum (the "NC10 Fixed Interest Rate" and together, with the
NC6.5 Fixed Interest Rate, each a "Fixed Interest Rate"); (ii) from and including the NC10 First Call Date to but excluding December 12, 2044 at the relevant 5
year swap rate for the relevant reset period plus a first step-up margin (being equal to the initial credit spread plus 25 basis points per annum); and (iii) from and
including December 12, 2044 to but excluding the Maturity Date at the relevant 5 year swap rate for the relevant reset period plus a second step-up margin (being
equal to the initial credit spread plus 100 basis points per annum).
During each interest period interest is scheduled to be paid annually in arrear, with respect to the NC6.5 Notes, on June 12 of each year, and, with respect to the
NC10 Notes, on December 12 of each year (each an "Interest Payment Date"), commencing, with respect to the NC6.5 Notes, on June 12, 2015 (short first
coupon), and, with respect to the NC10 Notes, on December 12, 2015. Upon the occurrence of a Change of Control Event (as defined in § 5(7)(c) of the terms and
conditions of the NC6.5 Notes (the "NC6.5 Terms and Conditions") and of the terms and conditions of the NC10 Notes (the "NC10 Terms and Conditions"
and, together with the NC6.5 Terms and Conditions, the "Terms and Conditions"), the interest rate payable on the Notes may be increased by an additional 500
basis points per annum above the otherwise applicable rate (as set out in § 4(4) of the Terms and Conditions).
The Issuer is entitled to defer payments of interest on any Interest Payment Date ("Deferred Interest Payments") and may pay such Deferred Interest Payments
voluntarily at any time, but only has to pay such Deferred Interest Payments under certain circumstances as set out in the relevant Terms and Conditions.
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
Each Series of Notes may be separately redeemed in whole but not in part at the option of the Issuer at an amount per Note equal to the Specified Denomination
plus interest accrued on the Note to but excluding the date of redemption but yet unpaid and any outstanding Deferred Interest Payments due and payable on the
Note on the NC6.5 First Call Date for the NC6.5 Notes and on the NC10 First Call Date for the NC10 Notes and on any Reset Date (as defined in the relevant
Terms and Conditions) thereafter. The Issuer may also redeem each Series of Notes separately in whole but not in part at any time following a Rating Agency
Event, a Tax Event, an Acquisition Event (each as defined in the relevant Terms and Conditions) or if the Issuer has redeemed or repurchased and cancelled at least
80% of the originally issued aggregate principal amount, in each case, at an amount per Note (i) equal to 101% of the Specified Denomination if the redemption
occurs prior to the relevant First Call Date or (ii) equal to the Specified Denomination if the redemption occurs on or after the relevant First Call Date, plus, in each
case, interest accrued on the Note to but excluding the date of redemption but yet unpaid and any outstanding Deferred Interest Payments due and payable on the
Note. Additionally the Issuer may redeem the Notes in whole but not in part at any time following a Gross-up Event and a Change of Control Event (each as
defined in the Terms and Conditions), in each case, at an amount per Note equal to the Specified Denomination plus interest accrued to but excluding the date of
redemption but yet unpaid and any outstanding Deferred Interest Payments.
The Issue Price, the aggregate principal amount of Notes to be issued, the Fixed Interest Rate, several margins, the issue proceeds and the yield of the issue to the First
Call Date for each Series will be set out in the Pricing Notice (as described under "Subscription, Offer and Sale") which will be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) on or after the Pricing Date (which is expected to be on or about December 8, 2014) and prior to the Issue Date.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the
Council of November 4, 2003 as amended from time to time (the "Prospectus Directive") and has been approved by the Commission de Surveillance du Secteur
Financier (the "CSSF") which is the Luxembourg competent authority for the purposes of the approval of the Prospectus under the Luxembourg law on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated July 10, 2005, as amended (the "Luxembourg Prospectus Law")
transposing under Luxembourg law the Prospectus Directive. By approving this Prospectus, the CSSF does not give any undertaking as to the economical and
financial soundness of the operation or the quality or solvency of the Issuer.
The Issuer has requested CSSF to provide the competent authorities in Austria, Germany and The Netherlands, and may request CSSF to provide competent
authorities in additional host Member States within the European Economic Area, with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Luxembourg Prospectus Law.
This Prospectus will be published in electronic form together with any supplement thereto and all documents incorporated by reference on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and on the website of Merck (www.merckgroup.com).
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Official
List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Regulated Market of the Luxembourg Stock Exchange"),
which is a regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments.

Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BayernLB
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
DZ BANK AG
Deutsche Bank
Goldman Sachs International
Helaba
J.P. Morgan
Landesbank Baden-Württemberg
SEB
Société Générale Corporate &
Investment Banking
The Royal Bank of Scotland
UniCredit Bank

NOTICE
This Prospectus should be read and construed with any supplement thereto and with any other
documents incorporated by reference.
The Issuer has confirmed to the Joint Bookrunners (as defined herein) that this Prospectus is true and
accurate in all material respects and is not misleading; that any opinions and intentions expressed
herein are honestly held and based on reasonable assumptions; that there are no other facts with
respect to the Issuer, the omission of which would make this Prospectus as a whole or any statement
herein or opinions or intentions expressed herein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
The Issuer has undertaken with the Joint Bookrunners to prepare a supplement to this Prospectus or a
new prospectus in the event that any significant new factor, material mistake or inaccuracy relating to
the information included in this Prospectus, which is capable of affecting the assessment of the Notes,
arises or is noted after the date of this Prospectus.
No person has been authorized by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other document entered into in relation to
the Notes or any information supplied by the Issuer or such other information as is in the public
domain and, if given or made, such information or representation should not be relied upon as having
been authorized by the Issuer, the Joint Bookrunners or any individual Joint Bookrunner.
No representation or warranty is made or implied by the Joint Bookrunners or any of their respective
affiliates, and neither the Joint Bookrunners nor any of their respective affiliates make any
representation or warranty or accept any responsibility, as to the accuracy or completeness of the
information contained in this Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Prospectus is true
subsequent to the date upon which this Prospectus has been published or most recently supplemented
or that there has been no adverse change in the financial position of the Issuer since the date hereof or,
as the case may be, the date upon which this Prospectus has been most recently supplemented or the
balance sheet date of the most recent financial statements which are deemed to be incorporated into
this Prospectus by reference is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
This document may only be communicated or caused to be communicated in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and will include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons, see "Subscription and Sale -- Selling Restrictions".
The distribution of this Prospectus as well as the offering, sale, and delivery of the Notes in certain
jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Bookrunners to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus
and other offering material relating to the Notes, see "Subscription and Sale -- Selling Restrictions".

2

The securities described herein are complex financial instruments and are not a suitable or appropriate
investment for all investors and should not be promoted, offered, distributed and/or sold to investors
for whom they are not appropriate. Any person who might promote, offer, distribute or sell the
securities described herein is hereby notified by the Issuer and each of the Joint Bookrunners that it
shall comply at all times with all applicable laws, regulations and regulatory guidance (whether inside
or outside the European Economic Area) relating to the promotion, offering, distribution and/or sale
of the securities described herein (including without limitation the European Union's Directive
2004/39/EC (as amended) as implemented in each Member State of the European Economic Area)
and any other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the securities described herein by investors in
any relevant jurisdiction.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase Notes and
should not be considered as a recommendation by the Issuer or any Joint Bookrunner that any
recipient of this Prospectus should subscribe for or purchase Notes. Each recipient of this Prospectus
shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON
BRANCH (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF
THE STABILISING MANAGER) MAY OVER ALLOT THE NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN
ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT
ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY THE STABILISING MANAGER (OR PERSON(S) ACTING
ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
This Prospectus contains assessments of market data and information derived therefrom which could
not be obtained from any independent sources. Such information is based on the Issuer's own internal
assessments and may therefore deviate from the assessments of competitors of Merck or future
statistics by independent sources. As regards the market positions of Merck, Merck's own estimations
are mainly based on company data which either is derived from information by competitors or from
data provided by independent research companies.
The language of this Prospectus is English. The German text of the Terms and Conditions is
controlling and binding, the respective English language text constitutes a translation. In respect of the
documents incorporated by reference, the German language version is controlling and binding in
relation to the documents listed in the table of documents incorporated by reference in the section
"Documents Incorporated by Reference".

3

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts of
future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and
phrases, including references and assumptions. This applies, in particular, to statements in this
Prospectus containing information on future earning capacity, plans and expectations regarding Merck
Group's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results, including Merck Group's
financial condition and results of operations, to differ materially from and be worse than results that
have expressly or implicitly been assumed or described in these forward-looking statements. Merck
Group's business is also subject to a number of risks and uncertainties that could cause a forward-
looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Prospectus: "Summary" and
"Description of Merck and the Merck Group". These sections include more detailed descriptions of
factors that might have an impact on Merck Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Joint Bookrunners assume any obligation, except as
required by law, to update any forward-looking statement or to conform these forward-looking
statements to actual events or developments.

4

TABLE OF CONTENTS
Section
Page
Summary ................................................................................................................................................. 6
German Translation of the Summary .................................................................................................... 24
Risk Factors .......................................................................................................................................... 44
Risk factors relating to the Issuer ............................................................................................. 44
Risk factors relating to the Notes ............................................................................................. 58
Responsibility Statement ...................................................................................................................... 67
Terms and Conditions of the NC6.5 Notes ........................................................................................... 68
Terms and Conditions of the NC10 Notes .......................................................................................... 109
Description of Rules regarding Resolutions of Holders ..................................................................... 149
Description of Merck and the Merck Group ....................................................................................... 152
Taxation .............................................................................................................................................. 182
Offer, Subscription and Sale ............................................................................................................... 194
General Information ............................................................................................................................ 199
Documents Incorporated by Reference ............................................................................................... 203
Names and Addresses ......................................................................................................................... 206

5

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be
gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and the Issuer, it is possible that no relevant information can be given regarding the Element. In this
case, a short description of the Element is included in the Summary with the mention of "not
applicable".

Element
Section A Introduction and warnings
A.1
Warnings
This Summary should be read as an introduction to the
Prospectus.

Any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the investor.

Where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus, before
the legal proceedings are initiated.

Civil liability attaches only to the Issuer which has tabled
the Summary including any translation thereof, but only if
the Summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus or it does
not provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to the use of the The Issuer consents to the use of the Prospectus by all
Prospectus
financial intermediaries (general consent) and accepts
responsibility for the content of the Prospectus also with
respect to subsequent resale or final placement of the Notes
by any financial intermediary which was given consent to
use the Prospectus.

The subsequent resale or final placement of Notes by
financial intermediaries can be made from December 9,
2014 until December 12, 2014 (being the date of issuance of
the Notes), provided however, that the Prospectus is still
valid in accordance with Article 11 of the Luxembourg law
on prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières) which implements
Directive 2003/71/EC of the European Parliament and of the
Council of November 4, 2003 (as amended by Directive
2010/73/EU of the European Parliament and of the Council
of November 24, 2010).

6

Element
Section A Introduction and warnings
Financial intermediaries may use the Prospectus for
subsequent resale or final placement of the Notes in Austria,
Germany, Luxembourg and The Netherlands.

Any financial intermediary using the Prospectus has to
state on its website that it uses the Prospectus in
accordance with the consent and the conditions attached
thereto.

In the event of an offer being made by a financial
intermediary, this financial intermediary will provide
information to investors on the terms and conditions of
the offer at the time the offer is made.

Element
Section B Merck KGaA as Issuer
B.1
Legal and commercial Merck KGaA is simultaneously the legal and commercial
name
name of the Issuer (together with all consolidated
subsidiaries "Merck" or the "Merck Group").
B.2
Domicile,
legal
form, Merck KGaA is a corporation with general partners (KGaA
legislation and country of - Kommanditgesellschaft auf Aktien) incorporated in
incorporation
Germany and organized under the laws of Germany. The
registered office of Merck is Frankfurter Str. 250, 64293
Darmstadt, Federal Republic of Germany.
B.4b
Known trends affecting Merck maintains businesses in the pharmaceutical, life
the
Issuer
and
the science tools and speciality chemicals industries. With
industries in which it global operations and a worldwide market presence, Merck
operates
serves its customers worldwide. Therefore, global
economic developments can adversely affect Merck's sales
and profits. Furthermore, the pharmaceutical, chemical and
life science industries are dominated by cost pressure.

In addition, ongoing high levels of national debt in some
countries and the associated potential reductions in health
care spending could lead to declines in sales of some
products.

Litigation has been widespread in the pharmaceutical
industry for years and this has also impacted Merck in the
past. Merck cannot rule out the possibility of this also being
the case in the coming years.

Merck continues to see neither any major technology shifts
in its chemical businesses nor any major new product
launches in the pharmaceutical businesses in 2014.

7

Element
Section B Merck KGaA as Issuer
B.5
Description of the group Merck KGaA is the parent company of the Merck Group,
and the Issuer's position which as per September 30, 2014 included 223 fully
within the group
consolidated subsidiaries.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.
B.10
Nature of qualifications in Not applicable. The auditor's reports with respect to the
the auditor's reports on consolidated financial statements of Merck for the financial
the historical financial years ended December 31, 2012 and December 31, 2013 do
information
not include any qualifications.
B.12
Selected historical key financial information regarding Merck

The following tables set forth selected financial information relating to Merck. The
financial information has been extracted from the audited consolidated financial statements
of Merck for the financial years ended December 31, 2012 and December 31, 2013
respectively, as well as from Merck's unaudited condensed consolidated interim financial
statements for the nine-months period ended September 30, 2013 and September 30, 2014.

The audited consolidated financial statements for the financial years ended December 31,
2012 and December 31, 2013, as well as the unaudited condensed consolidated interim
financial statements for the nine-months period ended September 30, 2013 and
September 30, 2014 have been prepared in accordance with International Financial
Reporting Standards, as adopted by the European Union ("IFRS"), and the additional
requirements of German commercial law pursuant to Section 315a (1) German
Commercial Code (Handelsgesetzbuch; "HGB").

Where financial information in the following table is labelled "audited", this means that it
was taken or derived from the audited consolidated financial statements of Merck as of and
for the financial years ended December 31, 2012 and December 31, 2013, respectively.

Nine months ended
Fiscal Year ended
September 30,
December 31,

2014
2013
2013
2012
in EUR million
(unaudited) (unaudited)
(audited)
(audited)

Total revenues ...........................................................
8,4 64.4
8,353.4
11,095.1
11,172.9

Sales ..........................................................................
8,3 15.0
8,063.8
10,700.1
10,740.8

Earnings before interest and tax (EBIT)1 ..................
1,3 38.2
1,346.6
1,610.8
963.6

Margin (% of sales) ..........................................
1
6.1%
16.7%
15.1%
9.0%

EBIT
before
depreciation
and
amortization (EBITDA)2 ...........................................
2,
318.7
2,343.4
3,069.2
2,360.2

Margin (% of sales) ..........................................
2
7.9%
29.1%
28.7%
22.0%

EBITDA pre one-time items .....................................
2,5 09.4
2,458.1
3,253.3
2,964.9

Margin (% of sales) ..........................................
3
0.2%
30.5%
30.4%
27.6%

Earnings per share3 (in ) .......................................... 2.02
2.12
5.53
2.61

Operating cash flow ..................................................
1,5 64.2
1,785.1
2,225.5
2,472.2
1
EBIT is defined as a key figure for earnings before interest and taxes on income. Equals the

operating result.
2
EBITDA is defined as a key figure for earnings before interest, taxes on income, depreciation and
amortization: depreciation and amortization are added back to EBIT.
3
Earnings per share, calculated as specified in IAS 33 by dividing the Group profit by the weighted
average number of shares. The calculation of the earnings per share as of September 30, 2014 is
based on the fact that the annual general meeting of Merck KGaA approved on May 9, 2014 a share
split in a ratio of 1:2 effective as of June 30, 2014. Taking into account the share split, the figure for
the nine month period ended September 30, 2013 has been adjusted accordingly. The retrospectively

8

Element
Section B Merck KGaA as Issuer
unaudited adjusted earnings per share amounts to EUR 2.77 as of December 31, 2013 and EUR 1.30
as of December 31, 2012.

Trend information

There has been no material adverse change in the prospects of Merck since December 31,
2013.

Significant change in the financial and trading position

Not applicable. There has been no significant change in the financial or trading position of
Merck since September 30, 2014.
B.13
Recent developments
On September 22, 2014, Merck KGaA and Sigma-Aldrich
Corporation ("Sigma-Aldrich") entered into a definitive
agreement under which Merck will acquire Sigma-Aldrich
for US$ 17.0 billion (EUR 13.1 billion).
Merck KGaA intends to acquire all of the outstanding
shares of Sigma-Aldrich for US$ 140 per share in cash. The
agreed price represents a 37% premium to the latest closing
price of US$ 102.37 on September 19, 2014, and a 36%
premium to the one-month average closing price.
Bridge financing has been secured for the all-cash
transaction, and Merck KGaA expects the final financing
structure will comprise a combination of cash on Merck's
balance sheet, bank loans and bonds. Closing is expected
mid-year 2015, subject to regulatory approvals and other
customary closing conditions. The shareholders of Sigma-
Aldrich approved the transaction on December 5, 2014.
On November 17, 2014, Merck KGaA entered into a global
agreement with Pfizer Inc. to co-develop and co-
commercialize MSB0010718C, an investigational anti-PD-
L1 antibody currently in development by Merck KGaA as a
potential treatment for multiple tumor types to accelerate
the two companies' presence in immuno-oncology. Under
the terms of the agreement, Merck KGaA will receive an
upfront payment of US$ 850 million (around EUR 680
million) and is eligible to receive regulatory and
commercial milestone payments up to US$ 2.0 billion.
Both companies will jointly fund all development and
commercialization costs.
B.14
Statement of dependency Please see Element B.5 for information on the description
upon other entities within of the Group.
the Group
Not applicable. Merck KGaA is the parent company of the
Merck Group and is not dependent upon other entities in
the Merck Group.

9

Element
Section B Merck KGaA as Issuer
B.15
Principal activities
Merck KGaA is the parent company of the Merck Group
with businesses in the pharmaceutical, life science tools
and speciality chemicals industries. Its operating activities
are organized into the following four divisions:

Merck Serono: prescription drugs business which markets
drugs of both chemical and biotechnological origin. Key
products
are
from
the
therapeutic
areas
of
Neurodegenerative
diseases,
Oncology,
Fertility,
Endocrinology and Cardiovascular diseases.

Consumer
Health:
over-the-counter
pharmaceutical
business primarily focused on Europe with a growing
presence in Emerging Markets.

Performance Materials: specialty materials business with
strong market positions in liquid crystals, yield-enhancing
process chemicals for integrated circuit production and
pearlescent effect pigments.

Merck Millipore: life science tools business with products
for use in laboratory research and the production of
biopharmaceuticals.
B.16
Major shareholders
The following shareholders have notified Merck KGaA in
accordance with Sections 21 et seq. of the German
Securities
Trading
Act
(Wertpapierhandelsgesetz;
"WpHG") that at least 3% of the voting rights in Merck are
either held directly by them or are attributed to them:

4.95%
Templeton Global Advisors Limited,
Nassau, Bahamas

4.99%
Templeton Investment Counsel LLC,
Wilmington, USA

6.17%
BlackRock, Inc., New York, U.S.A.

9.57%
Sun Life Financial Inc., Toronto, Canada
(MFS Financial Services Group)
B.17
Credit ratings of the Standard & Poor's Rating Services ("Standard & Poor's")1
Issuer or its debt securities has assigned the long-term credit rating "A" (outlook
negative) and Moody's Investors Service ("Moody's")2 has
assigned an "A3" rating (outlook: review for downgrade) to
Merck.3
The expected rating of the Notes is "BBB+"4 from Standard
and Poor's and "Baa3"5 from Moody's.

1
Standard & Poor's is established in the European Community and is registered under Regulation (EC) No
1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as
amended (the "CRA Regulation").
The European Securities and Markets Authority publishes on its website (www.esma.europa.eu/page/list-registered-
and-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is

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