Filed by Versum Materials, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: Versum Materials, Inc.
Commission File No.:
1-37664
Date: March 1, 2019
The following is the
press release issued by Versum Materials on March 1, 2019.
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Versum Materials Board of Directors Rejects Unsolicited Proposal from Merck KGaA
Business Wire
1 March 2019
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M
erck
KGaA
Proposal Is Not Superior Proposal
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Reaffirms Boards Recommendation in Support of Entegris Transaction
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TEMPE, Ariz.(BUSINESS WIRE)Versum Materials, Inc. (NYSE: VSM), a leading specialty materials supplier to the semiconductor industry, today
announced that its Board of Directors has rejected Merck KGaAs (Merck) unsolicited and
non-binding
proposal, received on February 27, 2019, to acquire Versum for $48 per share in cash.
After careful review and consideration, conducted in consultation with its independent financial and legal advisors, the Versum Board concluded that
Merck KGaAs proposal is not a superior proposal.
Versum is committed to completing the merger of equals transaction with Entegris, which the Versum
Board believes will create significant long-term value, and is in the best interest of Versums shareholders. Under the terms of the merger agreement with Entegris announced on January 28, 2019, Versum shareholders would receive 1.120
shares of Entegris for each existing Versum share.
The combination with Entegris is expected to close in the second half of 2019. It remains subject to
customary conditions, including receipt of U.S. and international regulatory approvals, and approval by the shareholders of each company. The registration statement with respect to the proposed merger was filed with the Securities and Exchange
Commission on February 27, 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 companys deep commitment to helping customers move toward the future by collaborating, innovating and creating cutting-edge solutions.