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): August 18, 1994
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 0-1052 04-2170233
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
80 Ashby Road, Bedford, Massachusetts 01730
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (617) 275-9200
Page 1 of 15 pages
Exhibit Index is located on Page 10
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Item 2. Acquisition or Disposition of Assets
On November 11, 1993, Millipore Corporation (the Company) announced its
intent to divest its Waters Chromatography (Waters) product lines and exit
its non-membrane bioscience business Biosearch), and to focus the Company on
its membrane business. The Company filed an 8-K dated November 30, 1993
restating the Company's unaudited results for 1993, 1992 and 1991 and its
unaudited balance sheets as of September 30, 1993 and December 31, 1992 to
reflect Waters and Biosearch as discontinued operations. The results of
operations of these discontinued businesses since November 11, 1993 have been
deferred pending finalization of the divestitures.
On April 22, 1994, the Company announced that its Board of Directors had
approved the use of the anticipated net proceeds from the sale of Waters for
the repurchase of Company stock. A copy of that press release is attached as
Exhibit 99(a) hereto and is incorporated by reference.
On August 18, 1994, the Company finalized the sale of the net assets of
Waters to Waters Holdings, Inc., a corporation owned equally by AEA Investors
Inc. and Bain Capital, Inc. The sale was effected pursuant to an amended and
restated purchase and sale agreement dated as of March 31, 1994 (executed
June 28, 1994) and as amended on August 11, 1994. On August 18, 1994, the
Company issued a press release announcing the consummation of the sale. A
copy of that press release is attached as Exhibit 99(b) hereto and is
incorporated by reference. The sale price, which was established through
arms' length negotiations following the solicitation, receipt and
consideration of proposals from various interested parties, was $340,000,000.
On August 23, 1994, the Company announced that it had completed the sale
of Biosearch to PerSeptive Biosystems, Inc. For this transaction, the
Company received approximately $1,000,000 in cash and 4,000 shares of non-
voting preferred stock redeemable in four equal annual installments of
$10,000,000. A copy of that press release is attached as Exhibit 99(c).
The net proceeds from these two transactions was approximately
$300,000,000.
On August 24, 1994, the Company announced that it would repurchase up to
3,500,000 shares through a procedure referred to as a Dutch auction. On
August 25, 1994, the Company will extend to shareholders an offer to purchase
shares at a price not less than $52.00 and not greater than $60.00. This
offer will expire at 12:00 midnight on September 22, 1994. A copy of that
press release is attached as Exhibit 99(d) hereto and is incorporated by
reference.
Financial information delivered pursuant to Item 7(b) of Form 8-K is
also incorporated by reference herein.
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Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
(1) Unaudited Pro Forma Condensed Consolidated Statement of Income of
Millipore Corporation for the six months ended June 30, 1994 and the
year ended December 31, 1993
Unaudited Pro Forma Condensed Consolidated Balance Sheet of Millipore
Corporation as of June 30, 1994
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(c) Exhibits
Exhibit 99 (a) Press Release dated April 22, 1994
Exhibit 99 (b) Press Release dated August 18, 1994
Exhibit 99 (c) Press Release dated August 23, 1994
Exhibit 99 (d) Press Release dated August 24, 1994
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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.
MILLIPORE CORPORATION
Date August 24, 1994 /S/MICHAEL P. CARROLL
Michael P. Carroll
Vice President, Chief Financial
Officer and Treasurer
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
On August 18, 1994, the Company completed the sale of Waters. On August 22,
1994, the Company completed the sale of Biosearch. The Company has realized
approximately $300,000,000 in net proceeds from these transactions.
Subsequent to these transactions, the Company has invited shareholders to
participate in a "dutch auction" tender offer. Under the terms of the tender
offer, the Company intends to repurchase up to 3,500,000 shares of common
stock at a purchase price not less than $52.00 and not more than $60.00 per
share.
The following unaudited condensed consolidated pro forma financial statements
gives effect to the disposition of the discontinued businesses and the
purchase of shares pursuant to the Offer, based on certain assumptions
described in the Notes to the Condensed Consolidated Pro Forma Financial
Statements. The Consolidated Statements of Income give effect to the
transactions as if they had occurred on January 1, 1994 and January 1, 1993.
These financial statements should be read in conjunction with the historical
financial statements and are presented for illustrative purposes only and are
not necessarily indicative of the financial position or results of operations
which would actually have been reported had the transactions been completed
at the dates indicated or that may be obtained in the future.
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MILLIPORE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1993
(In thousands except per share data)
Historical Pro Forma Pro Forma
Statements Adjustments Results
Net sales $445,366 $445,366
Cost of sales 193,575 193,575
Gross profit 251,791 251,791
Selling, general and
administrative expenses 145,647 145,647
Research and development
expenses 34,952 34,952
Operating income 71,192 71,192
Interest expense, net 7,969 7,969
Income from continuing operations
before income taxes 63,223 63,223
Provision for income taxes 14,225 14,225
Income from continuing
operations 48,998 48,998
Loss from discontinued operations(10,851) 10,851 -
Income before extraordinary item 38,147 10,851 48,998
Extraordinary item-loss on early
extinguishment of debt 3,544 3,544
Net income $ 34,603 $ 10,851 $ 45,454
Income per common share:
Income from continuing
operations $ 1.75 $ 2.00
Net income $ 1.24 $ 1.86
Weighted average common shares
outstanding 27,951 (3,500) 24,451
The accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
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MILLIPORE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1994
(In thousands except per share data)
Historical Pro Forma Pro Forma
Statements Adjustments Results
Net sales $243,649 $243,649
Cost of sales 104,175 104,175
Gross profit 139,474 139,474
Selling, general and
administrative expenses 77,565 77,565
Research and development
expenses 17,004 17,004
Operating income 44,905 44,905
Interest expense, net 2,497 2,497
Income from continuing operations
before income taxes 42,408 42,408
Provision for income taxes 9,542 9,542
Income from continuing
operations 32,866 32,866
Earnings (loss) from discontinued
operations - -
Net income $ 32,866 $ 32,866
Income per common share:
Income from continuing
operations $1.16 $ 1.33
Net income $1.16 $ 1.33
Weighted average common shares
outstanding 28,256 (3,500) 24,756
The accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
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MILLIPORE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1994
(In thousands)
Historical Pro Forma Pro Forma
Statements Adjustments Results
Assets
Cash and short-term investments $20,508 $89,500 $110,008
Accounts receivable, net 123,496 123,496
Accounts receivable-other - 24,600 24,600
Inventories 75,943 75,943
Other current assets 8,730 8,730
Net current assets of
discontinued operations 146,647 (146,647) -
Total current assets 375,324 (32,547) 342,777
Property, plant and equipment, net197,299 197,299
Intangible and other assets 50,597 18,000 68,597
Net long-term assets of
discontinued operations 100,428 (100,428) -
Total assets $723,648 $(114,975) $608,673
Liabilities and Shareholders' Equity
Notes payable and current portion
of long-term debt $26,098 $26,098
Accounts payable and
accrued expenses 52,785 85,525 138,310
Dividends payable 4,253 4,253
Accrued retirement plan contributions3,005 3,005
Accrued and deferred income
taxes payable 10,324 10,324
Total current liabilities 96,465 85,525 181,990
Long-term debt 102,061 102,061
Other liabilities 18,257 18,257
Shareholders' equity 506,865 (200,500) 306,365
Total liabilities and
shareholders' equity $723,648 $(114,975) $608,673
The accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
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MILLIPORE CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
1. The Company has sold Waters for $330,000,000 in cash and $10,000,000 in
preferred stock. The Company has sold Biosearch for $1,000,000 in cash
and 4,000 shares of non-voting preferred stock redeemable in four equal
annual installments of $10,000,000. The sale of Waters and Biosearch
resulted in net cash proceeds of approximately $300,000,000. The pro
forma financial statements assume the following:
- The divestitures are assumed to have generated a $10,000,000 after
tax gain. The gain is reflected as an adjustment to shareholders'
equity as of the beginning of 1993 and 1994.
- Accounts receivable balances from Waters and Biosearch customers
which have been retained by the Company are classified as accounts
receivable-other.
- The preferred stock referred to above has been recorded at its
estimated market value of $18,000,000 and has been classified in
other assets.
- The Company purchased 3,500,000 shares of its common stock at the
maximum price under the tender offer of $60.00 per share
($210,000,000).
- Expenses directly related to the share repurchase offer are assumed
to be $500,000 and are charged against additional paid in capital.
- None of the 1,300,000 shares exercisable by employees of the
Company under the Company's employee stock option plan are assumed
to be exercised in the stock tender offer.
Adjustments have been recorded in the unaudited pro forma condensed
consolidated financial statements to reflect the receipt of the net
proceeds, the disposition of the net assets of the businesses and the
recording of accruals to cover the costs associated with the
transactions. The pro forma results assume no reinvestment of the
excess proceeds over the purchase price of the shares. There can be no
assurance that the Company will purchase 3,500,000 shares or the price
at which the shares will be repurchased.
2. Net income has been adjusted by the Company's results of its
Chromatography and Bioscience divisions which were previously reported
as discontinued operations.
3. The unaudited pro forma income from continuing operations per share is
based upon the average number of common shares outstanding for the six
months ended June 30, 1994 and the year ended December 31, 1993 reduced
by the common stock repurchased.
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EXHIBIT INDEX
Sequential
Exhibit Page Number
99(a) Press Release dated April 22, 1994 11
99(b) Press Release dated August 18, 1994 12-13
99(c) Press Release dated August 23, 1994 14
99(d) Press Release dated August 24, 1994 15
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Exhibit 99(a)
For Immediate Release
Contact: John Glass, Director of Investor Relations, (617) 275-9211,
ext. 2353
Geoffrey Helliwell, Director of Treasury Operations,
(617) 275-9200,
ext. 2032
Share Buy-Back Planned by Millipore
Bedford, Massachusetts, April 22, 1994 -- Millipore Corporation (NYSE/MIL)
announced today that at a meeting following yesterday's Annual Meeting of
Shareholders, its Board of Directors approved the use of approximately $300
million of the anticipated net proceeds from the sale of its Waters
Chromatography division for the repurchase of the Company's stock. The exact
method of repurchase has not been decided at this time. The Company does not
expect to begin share repurchase before the completion of the Waters
transaction which is expected at the end of the second quarter.
In a related matter, Millipore also announced that it will immediately
reinstate its long-standing practice of purchasing shares in the open market
to meet some or all of its anticipated short-term demand for stock under its
employee stock plan. The size of such demands for calendar 1994 is
anticipated to be somewhat in excess of 1 million shares.
Millipore is a multinational company focused on applying purification
technology to critical research and manufacturing problems in global growth
markets, including the pharmaceutical/biotechnology, electronics/industrial,
university/government, and medical/health care markets.
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Exhibit 99(b)
For Immediate Release
Contact: John Glass, Director of Investor Relations
(617) 275-9200, ext. 2353
Geoffrey Helliwell, Director of Treasury Operations
(617) 275-9200, ext. 2032
Millipore Finalizes Sale of Waters Chromatography Division
Bedford, Massachusetts, August 18, 1994 - Millipore Corporation (NYSE/MIL)
announced today that it has finalized the sale of its Waters Chromatography
Division to Waters Holdings, Inc., a new corporation owned equally by AEA
Investors, Inc. and Bain Capital, Inc. The sale price was $340 million. As
previously announced, the Company anticipates that the net proceeds of this
transaction, approximately $300 million, will be applied primarily to the
repurchase of Millipore stock.
John Gilmartin, Millipore's Chairman and CEO, commented: "We have realized
excellent value for Waters, reflecting its status as a technology and market
leader in high performance liquid chromatography. We intend to quickly
translate that into shareholder value through an aggressive share repurchase
program.
"The sale of Waters is the major milestone in our efforts to refocus
Millipore on its core purification business. The refocusing effort has
already paid off in improved sales and earnings growth in the past six
months."
Douglas Berthiaume, CEO and President of Waters, noted: "This announcement
signifies the end of a mutually rewarding process for both Millipore and
Waters. As an independent corporation, Waters will have the resources and
commitment to focus entirely on the field of liquid chromatography, providing
our customers with a total system solution worldwide."
Included in the Waters transaction were the facilities and equipment at
Waters manufacturing plants in Milford, Massachusetts and Taunton,
Massachusetts, as well as facilities and equipment in Waters sales and
service offices worldwide.
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Millipore is a multinational company focused on applying purification
technology to critical research and manufacturing problems in global growth
markets, including the pharmaceutical/biotechnology, electronics/industrial,
university/government and medical/health care markets.
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Exhibit 99(c)
For Immediate Release
Contact: John Glass, Director of Investor Relations
(617) 275-9200, ext. 2353
Geoffrey Helliwell, Director of Treasury Operations
(617) 275-9200, ext. 2032
Millipore Completes Sale of Biosearch Division
to PerSeptive Biosystems, Inc.
Bedford, Massachusetts, August 23, 1994 - Millipore Corporation (NYSE/MIL)
announced that it has completed the sale of its Biosearch Division to
PerSeptive Biosystems, Inc. (Nasdaq/NMSPBIO). For this transaction Millipore
received approximately $1 million in cash and 4,000 shares of non-voting
preferred stock redeemable in four equal annual installments of $10 million.
John Gilmartin, Millipore's Chairman and CEO, commented: "We're pleased to
have completed this transaction with PerSeptive Biosystems. It is a key
milestone in our refocusing efforts. PerSeptive Biosystems also offers an
excellent strategic and organizational fit for our Biosearch Division."
Millipore will continue to support and focus on the life science research
community with its membrane-based systems and devices. Biosearch products
include instrumentation and chemistries for nucleic acid synthesis, peptide
synthesis and fluorescence-based assays.
PerSeptive Biosystems, Inc. designs, manufactures and markets proprietary
products and systems for the purification and analysis of biomolecules.
Millipore is a multinational company focused on applying purification
technology to critical research and manufacturing problems in global growth
markets, including the pharmaceutical/biotechnology, electronics/industrial,
university/government and medical/health care markets.
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Exhibit 99(d)
For Immediate Release
Contact: John Glass, Director of Investor Relations
(617) 275-9200, ext. 2353
Geoffrey Helliwell, Director of Treasury Operations
(617) 275-9200, ext. 2032
Millipore $300 Million Stock Repurchase to Include
"Dutch Auction" Self-Tender
Bedford, Massachusetts, August 24, 1994 -- Millipore announced today it was
using a portion of the $300 million in net proceeds from the sale of its
Waters Chromatography and Biosearch Divisions to repurchase up to 3,500,000
shares of its common stock through a Dutch Auction Self-Tender. Subsequent
to the completion of the self-tender offer, the balance of the proceeds is
expected to be used to fund an open-market repurchase program. The self-
tender offer will commence on August 25, 1994 and expire at midnight on
September 22, 1994, unless extended.
Under the terms of the offer, the Company will invite shareholders to tender
their shares at prices between $52 and $60, as the shareholder shall specify.
Millipore will determine the single, per share price within that price range
(the "Purchase Price") that will allow it to purchase 3,500,000 shares or
such lesser number as may be tendered. All shares validly tendered at or
below the Purchase Price will be purchased at the Purchase Price. If more
than 3,500,000 shares are tendered at or below the Purchase Price, there will
be a proration. The offer is not conditioned on any minimum number of shares
being tendered. The offer is, however, subject to certain other conditions
set forth in the offer.
J.P. Morgan Securities Inc. is acting as Dealer Manager for the offer and
D.F. King & Co., Inc. is acting as the Information Agent.
Millipore is a multinational company focused on applying purification
technology to critical research and manufacturing problems in global growth
markets, including the pharmaceutical/biotechnology, electronics/industrial,
university/government, and medical/health care markets.
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