Versum Materials, Inc. (NYSE: VSM), a leading specialty
materials supplier to the semiconductor industry, today announced
that its Board has adopted a limited duration Shareholder Rights
Plan, details of which will be contained in a Form 8-K to be filed
with the U.S. Securities and Exchange Commission.
The Rights Plan, which was adopted by the Board following
evaluation and consultation with the Company’s advisors, is similar
to plans adopted by numerous publicly traded companies. The Rights
Plan is intended to promote the fair and equal treatment of all
Versum shareholders and ensure that no person or group can gain
control of, or influence over, Versum, through open market
accumulations or other tactics potentially disadvantaging the
interest of all shareholders.
Under the Rights Plan, the Rights will become exercisable if a
person or group becomes the beneficial owner of 12.5% or more of
the Company’s outstanding Common Stock. In the event that the
Rights become exercisable due to the triggering ownership threshold
being crossed, each Right will entitle its holder to purchase, at
the Right’s exercise price, a number of shares of Common Stock or
equivalent securities having a market value at that time of twice
the Right’s exercise price. Rights held by the triggering entity
will become void and will not be exercisable to purchase shares at
the reduced purchase price. The Board of Directors will, in
general, be entitled to redeem the Rights at $0.001 per Right at
any time before the triggering ownership threshold is crossed.
The Rights Plan may be amended, redeemed or terminated by the
Versum Board of Directors at any time prior to being triggered or
its expiration on August 30, 2019. The Rights Plan exempts any
person or group currently owning 12.5% or more of the Company's
outstanding Common Stock. However, the Rights will be exercisable
if a person or group that already owns 12.5% or more of the
Company's outstanding Common Stock acquires any additional shares
after the time of announcement of the Rights Plan.
The Rights Plan does not prevent any action that the Board
determines to be in the best interest of the Company and its
shareholders, and is structured such that it will not be triggered
by the definitive merger agreement to combine the Company with
Entegris, Inc., announced on January 28, 2019.
Lazard is serving as exclusive financial advisor to Versum
Materials and Simpson Thacher & Bartlett LLP is serving as
legal counsel.
About Versum Materials
Versum Materials, Inc. (NYSE: VSM) is a leading global specialty
materials company providing high-purity chemicals and gases,
delivery systems, services and materials expertise to meet the
evolving needs of the global semiconductor and display industries.
Derived from the Latin word for "toward," the name "Versum"
communicates the company's deep commitment to helping customers
move toward the future by collaborating, innovating and creating
cutting-edge solutions.
A global leader in technology, quality, safety and reliability,
Versum Materials is one of the world's leading suppliers of
next-generation CMP slurries, ultra-thin dielectric and metal film
precursors, formulated cleans and etching products, and delivery
equipment that has revolutionized the semiconductor industry.
Versum Materials reported fiscal year 2018 annual sales of about
U.S. $1.4 billion, has approximately 2,300 employees and operates
14 major facilities in Asia and the North America. It is
headquartered in Tempe, Arizona. Versum Materials had operated for
more than three decades as a division of Air Products and
Chemicals, Inc. (NYSE:APD).
For additional information, please visit
http://www.versummaterials.com.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties and are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act
of 1993, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Where a forward-looking statement expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. The words “believe” “continue,”
“could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,”
“project,” “should,” “may,” “will,” “would” or the negative thereof
and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, many of which are beyond Versum Materials, Inc.’s
(“Versum Materials”) and Entegris, Inc.’s (“Entegris”) control.
Statements in this communication regarding Versum Materials,
Entegris and the combined company that are forward-looking,
including projections as to the anticipated benefits of the
proposed transaction, the impact of the proposed transaction on
Versum Materials’ and Entegris’ business and future financial and
operating results, the amount and timing of synergies from the
proposed transaction, and the closing date for the proposed
transaction, are based on management’s estimates, assumptions and
projections, and are subject to significant uncertainties and other
factors, many of which are beyond Versum Materials’ and Entegris’
control. These factors and risks include, but are not limited to,
(i) weakening of global and/or regional economic conditions,
generally or specifically in the semiconductor industry, which
could decrease the demand for Versum Materials’ and Entegris’
products and solutions; (ii) the ability to meet rapid demand
shifts; (iii) the ability to continue technological innovation and
introduce new products to meet customers’ rapidly changing
requirements; (iv) the concentrated customer base; (v) the ability
to identify, effect and integrate acquisitions, joint ventures or
other transactions; (vi) the ability to protect and enforce
intellectual property rights; (vii) operational, political and
legal risks of Versum Materials’ and Entegris’ international
operations; (viii) Entegris’ dependence on sole source and limited
source suppliers; (ix) the increasing complexity of certain
manufacturing processes; (x) raw material shortages and price
increases; (xi) changes in government regulations of the countries
in which Versum Materials and Entegris operate; (xii) the
fluctuation of currency exchange rates; (xiii) fluctuations in the
market price of Entegris’ stock; (xiv) the level of, and
obligations associated with, Versum Materials’ and Entegris’
indebtedness; and (xv) other risk factors and additional
information. In addition, material risks that could cause actual
results to differ from forward-looking statements include: the
inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Entegris’
businesses and the ability to achieve the anticipated synergies and
value-creation contemplated by the proposed transaction; the risk
associated with Versum Materials’ and Entegris’ ability to obtain
the approval of the proposed transaction by their shareholders
required to consummate the proposed transaction and the timing of
the closing of the proposed transaction, including the risk that
the conditions to the transaction are not satisfied on a timely
basis or at all and the failure of the transaction to close for any
other reason; the risk that a consent or authorization that may be
required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement and pendency of the transaction; and the
diversion of management time on transaction-related issues. For a
more detailed discussion of such risks and other factors, see
Versum Materials’ and Entegris’ filings with the Securities and
Exchange Commission, including under the heading “Risks Factors” in
Item 1A of Entegris’ Annual Report on Form 10-K for the fiscal year
ended December 31, 2017, filed on February 15, 2018, and Versum
Materials’ Annual Report on Form 10-K for the fiscal year ended
September 30, 2018, filed on November 21, 2018 and in other
periodic filings, available on the SEC website or www.entegris.com
or www.versummaterials.com. Versum Materials and Entegris assume no
obligation to update any forward-looking statements or information,
which speak as of their respective dates, to reflect events or
circumstances after the date of this communication, or to reflect
the occurrence of unanticipated events, except as may be required
under applicable securities laws. Investors should not assume that
any lack of update to a previously issued “forward-looking
statement” constitutes a reaffirmation of that statement.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between Versum Materials and
Entegris. In connection with the proposed transaction, Entegris
intends to file with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that will include a
joint proxy statement of Versum Materials and Entegris that also
constitutes a prospectus of Entegris. Each of Versum Materials and
Entegris also plan to file other relevant documents with the SEC
regarding the proposed transaction. No offering of securities shall
be made, except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended. Any
definitive joint proxy statement/prospectus (if and when available)
will be mailed to stockholders of Versum Materials and Entegris.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies
of these documents (if and when available) and other documents
containing important information about Versum Materials and
Entegris, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Entegris will be available free of
charge on Entegris’ website at http://www.entegris.com or by
contacting Entegris’ Investor Relations Department by email at
irelations@entegris.com or by phone at 978-436-6500. Copies of the
documents filed with the SEC by Versum Materials will be available
free of charge on Versum Materials’ website at http://investors.versummaterials.com or by phone
at 484-275-5907.
Participants in the Solicitation
Versum Materials, Entegris and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers
of Versum Materials are set forth in its proxy statement for its
2019 annual meeting of shareholders, which was filed with the SEC
on December 20, 2018, and Versum Materials’ Annual Report on Form
10-K for the fiscal year ended September 30, 2018, which was filed
with the SEC on November 21, 2018. Information about the directors
and executive officers of Entegris are set forth in Entegris’ proxy
statement for its 2018 annual meeting of shareholders, which was
filed with the SEC on March 28, 2018, and Entegris’ Annual Report
on Form 10-K for the fiscal year ended December 31, 2017, which was
filed with the SEC on February 15, 2018. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when such materials
become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Versum Materials or Entegris using
the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20190228005549/en/
Versum MaterialsSoohwan Kim, CFAHead of Investor
Relations602-282-0957Soohwan.Kim@versummaterials.comTiffany
ElleGlobal
Communications480-282-6475Tiffany.Elle@versummaterials.comOrMeghan
Gavigan / Emily Claffey / Julie RudnickSard Verbinnen &
Co212-687-8080
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