The Board of Directors of Versum Materials, Inc. (NYSE: VSM), a
leading specialty materials supplier to the semiconductor industry,
today issued the following statement reiterating its decision to
reject Merck KGaA’s (“Merck”) unsolicited and non-binding $48 per
share proposal, and reaffirming its commitment to completing the
proposed merger of equals transaction with Entegris, Inc. (NASDAQ:
ENTG).
“The Versum Board of Directors stands by its analysis that
Merck’s unsolicited proposal for Versum is not a Superior Proposal.
We believe Merck’s commentary regarding its proposal is misleading,
mischaracterizes our independent financial analysis, and confuses
an all-stock merger of equals with a change in control
transaction,” said Seifi Ghasemi, Chairman of the Versum Board of
Directors. “The appropriate comparison is not between Merck’s
proposal and the standalone value of Versum, but rather between
selling now to Merck based upon their proposal and remaining
invested in the combined Entegris-Versum, with participation in the
significant expected value creation of the Versum-Entegris merger
of equals and the potential for additional value-creating strategic
options. We believe Versum’s carefully studied merger with Entegris
is the superior strategic and financial combination. Our prior
conclusion is further solidified by a number of key value drivers
jointly announced by the two companies today including: additional
cost synergies, significant revenue synergy upside, savings from
tax optimization, and significant additional shareholder value
creation potential through utilization of our strong balance sheet
at closing.”
Versum-Entegris Transaction Summary
Under the terms of the merger agreement, Versum Materials
stockholders will receive 1.120 shares of Entegris for each
existing Versum Materials share. Upon completion of the merger,
Entegris stockholders will own approximately 52.5 percent and
Versum Materials stockholders will own approximately 47.5 percent
of the combined company. The transaction remains on track to close
in the second half of 2019, subject to the satisfaction of
customary closing conditions, including receipt of U.S. and
international regulatory approvals, and approval by the
stockholders of each company. As previously announced, the combined
company will retain the Entegris name and will be headquartered in
Billerica, Massachusetts, and will maintain a strong operational
presence in Tempe, Arizona.
Lazard is serving as 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 headings “Cautionary
Statement Regarding Forward-Looking Statements” and “Risk Factors”
in Entegris’ and Versum Materials’ preliminary joint proxy
statement/prospectus that forms part of the registration statement
on Form S-4 filed by Entegris, “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
filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 on February 28, 2019 that
includes a preliminary joint proxy statement of Versum Materials
and Entegris that also constitutes a preliminary prospectus of
Entegris. The registration statement has not yet become effective.
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 FILED OR 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/20190308005225/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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