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Determinationofmergern
DETERMINATION OF MERGER NOTIFICATION M/19/011 MERCK KGAA/VERSUM MATERIALS INC. Section 21 of the Competition Act 2002 Proposed acquisition by Merck KGAA of sole control of Versum Materials, Inc. Dated 19 June 2019 Introduction 1. On 10 May 2019, in accordance with section 18(1)(a) of the Competition Act 2002, as amended (the “Act”), the Competition and Consumer Protection Commission (the “Commission”) received a notification of a proposed transaction (the “Proposed Transaction”) whereby Merck KGaA (“Merck”), through EMD Performance Materials Holding, Inc. (“EMD”), a special purpose vehicle formed specifically for the purposes of the Proposed Transaction, would acquire sole control of Versum Materials, Inc. (“Versum”). The Proposed Transaction 2. The Proposed Transaction is to be implemented by way of a merger carried out in accordance with the General Corporation Law of the State of Delaware. The terms and conditions upon which the Proposed Transaction is to take place are set out in an Agreement and Plan of Merger dated 12 April 2019 (“the Merger Agreement”) between Merck, EMD and Versum. On the basis of the Merger Agreement, the Commission considers that the undertakings involved have demonstrated a good faith intention to conclude an agreement for the purposes of section 18(1A)(b)(ii) of the Act. 3. The Proposed Transaction is conditional, amongst other things, on the approval of the Merger Agreement by a majority of the Versum shareholders. Upon closing of the Proposed Transaction, Versum will be merged with EMD which will then cease to have 1 Merger Notification No. M/19/011 Merck/Versum Materials a separate corporate existence. -
Merck Kgaa, Merck Financial Services Gmbh
1st Supplement, dated June 28, 2019 to the Base Prospectus dated April 3, 2019. This document constitutes a supplement (the "Supplement") for the purposes of Art. 16 (1) of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended or superseded (the "Prospectus Directive") and Art. 13 (1) of the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated July 10, 2005 as amended (the "Luxembourg Prospectus Law") which implements the Prospectus Directive into Luxembourg law, to the base prospectus of Merck KGaA and Merck Financial Services GmbH, dated April 3, 2019, (the "Base Prospectus") relating to issues of non-equity securities within the meaning of Art. 22 No. 6 (4) of Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended. Merck KGaA (Darmstadt, Germany) as Issuer and, in respect of Notes issued by Merck Financial Services GmbH, as Guarantor Merck Financial Services GmbH (Darmstadt, Germany) as Issuer EUR 15,000,000,000 Debt Issuance Program The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority under the Prospectus Directive has approved this Supplement as a supplement within the meaning of Art. 16 (1) of the Prospectus Directive pursuant to article 13 (1) of the Luxembourg Prospectus Law. By approving this Supplement, CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuers. Each Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that the Supplement has been drawn up in accordance with the Luxembourg Prospectus Law. -
Annual Report 2
Draft as of December 20. PDF version for illustrative purposes, report will be published online. ANNUAL REPORT 2 Key Figures for 2019 MERCK GROUP Key figures Change € million 2019 2018 € million % Net sales 16,152 14,836 1,315 8.9% Operating result (EBIT)1 2,120 1,727 393 22.8% Margin (% of net sales)1 13.1% 11.6% EBITDA1 4,066 3,528 539 15.3% Margin (% of net sales)1 25.2% 23.8% EBITDA pre1 4,385 3,800 585 15.4% Margin (% of net sales)1 27.1% 25.6% Profit after tax 1,324 3,396 -2,072 -61.0% Earnings per share (in €) 3.04 7.76 -4.72 -60.8% Earnings per share pre (€)1 5.56 5.10 0.46 9.0% Business free cash flow1 2,732 2,508 224 8.9% 1Not defined by International Financial Reporting Standards (IFRSs). MERCK GROUP MERCK GROUP Net sales EBITDA pre1 € million € million 1 Not defined y International Financial Reporting Standards (IFRSs). Owing to the altered expectations in terms of the impact of the Covid-19 pandemic, some chapters of this Annual Report were updated on May 12, 2020. The respective text passages are marked in magenta. Table of Contents Annual Report To Our Shareholders Corporate Governance 5 Letter from Stefan Oschmann 136 Capital Structure and Corporate Bodies of Merck KGaA 8 The Executive Board 137 Statement on Corporate Governance including Compensation Report 9 Merck Shares 167 Report of the Supervisory Board 170 Objectives of the Supervisory Board with respect to Its Composition and Profile of Skills and Expertise Combined Consolidated Management Report Financial Statements 12 Fundamental Information about the 174 Consolidated