1934, as amended (the “Exchange Act”), including statements regarding the proposed transaction involving IMI, EMD Group Holding II, Inc. (“Parent”) and Merck KGaA and the
ability of IMI, Parent and Merck KGaA to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, or are based on
current expectations, estimates, forecasts and projections. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “could,” “continue,”
“estimate,” “expect,” “goals,” “intend,” “likely,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,”
“will,” “would,” and variations of such words and similar expressions. Such forward-looking statements include, among others, IMI’s current expectations and projections relating to its financial condition, results of
operations, plans, objectives, future performance and business. Actual performance or results may differ materially from those expressed in or suggested by forward-looking statements as a result of various risks, uncertainties, assumptions and other
factors, including, without limitation: (i) the risk that any of the conditions to the consummation of the proposed transaction are not satisfied, including the failure to timely or at all obtain the approval of IMI’s stockholders or
required regulatory approvals; (ii) the risk that the occurrence of any event, change or other circumstance could give rise to the termination of the merger agreement; (iii) the effect of the announcement or pendency of the proposed
transaction on IMI’s business relationships, operating results and business generally and IMI’s ability to hire and retain key personnel; (iv) risks related to diverting management’s attention from IMI’s ongoing business
operations; (v) the outcome of any legal proceeding related to the proposed transaction; (vi) unexpected costs, charges or expenses resulting from the proposed transaction; (vii) certain restrictions on IMI’s conduct during the
pendency of the proposed transaction that may adversely affect IMI’s ability to pursue certain business opportunities or strategic transactions; (viii) legislative, regulatory and economic developments and market conditions;
(ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors; (x) other risks to
the consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all; and (xi) other risks described in IMI’s filings with the Securities and
Exchange Commission (“SEC”), including but not limited to (A) those described under the heading “Risk Factors” in IMI’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, (B) those described under the heading “Risk Factors” in IMI’s definitive proxy statement that has or will be filed by IMI with the SEC and (C) the other filings made by IMI with the SEC from time to time,
which are available via the SEC’s website at www.sec.gov. Any forward-looking statement made in this communication speaks only as of the date on which it is made. You should not put undue reliance on any forward-looking statements. IMI
undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise, except as may be required by law. If IMI does update one or more forward-looking statements, no inference should be drawn that IMI will make additional updates with respect to those or other forward-looking statements.
Additional Information and Where to Find It
This
communication is being made in respect of the proposed transaction involving IMI, Parent and Merck KGaA. In connection with the proposed transaction, IMI will file with the SEC, and mail or otherwise provide to its stockholders, a definitive proxy
statement (the “Proxy Statement”) with respect to a special meeting of IMI’s stockholders to approve the proposed transaction. IMI may also file or may have previously filed other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for the
