Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
20 Marzo 2019 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy
Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional
Materials
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Soliciting Material
Pursuant to §240.14a-12
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Versum Materials, Inc.
(Name of the Registrant as Specified
In Its Charter)
Merck KGaA
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of
securities to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total fee paid:
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Fee paid
previously with preliminary materials.
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Check box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The following is
a transcript of an earnings press conference of Merck, KGaA, Darmstadt, Germany held on March 7, 2019 and first posted to the
Merck, KGaA, Darmstadt, Germany internal website on March 20, 2019.
Merck KGAA, DARMSTADT,
GERMANY
Moderator: na
March 7, 2019
15:41 GMT
Stefan Oschmann: Chairman of the Executive Board and Merck KGaA,
Darmstadt, Germany CEO
Marcus Kuhnert: Member of the Executive Board and Merck KGaA,
Darmstadt, Germany CFO
Constantin Birnstiel: Head of Group Communications, Merck KGaA,
Darmstadt, Germany
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Birnstiel:
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Let me just point out that as all of you know, we have placed a bid for Versum Materials in the U.S. and we’re subject
to some very tight regulations in the U.S. So, please bear with us that we do not want to and will not provide any further information
on that transaction.
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Oschmann:
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Before I start by taking a look at the past fiscal year, I’d like to say a few words about the Versum topic. You are
well-informed about this matter. Therefore, you know that our offer of US$48 per Versum share is a superior offer. It represents
a premium of 51.7% to the undisturbed Versum share price prior to the announcement of the planned transaction with Entegris. We
firmly believe that from the perspective of all stakeholders – employees, customers, and shareholders – Versum is in
the best hands with us. Following our open letter to Versum shareholders, we have noted increasing support for our proposal from
the capital market. To be clear: We are 100% behind our proposal.
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We are firmly convinced of the
strength of a combined portfolio of Merck KGaA, Darmstadt, Germany and Versum. And jointly, we will be able to create groundbreaking
innovations for our customers in the electronics industry.
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Journalist:
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I would like to first know more regarding Versum, given the current conditions, aren’t you worried that you might lose
your bearings in such a takeover bid war, whether management has responded to your open letter, and is there a plan B if you’re
not successful with Versum, are there other ways of achieving your targets more easily?
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Oschmann:
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Well, initially I told you that we will just refer to the information we published on Versum due to the regulatory and legal
environment. Generally, you don’t have to worry that we will lose our bearings at Merck KGaA, Darmstadt, Germany. The open
letter was addressed to shareholders, not to the management.
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Journalist:
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Thank you. You told us that your plans met with approval from the capital markets, could you be more specific on that and what
are your synergy targets in Performance Materials with regard to the planned takeover of Versum, to what extent would the Liquid
Crystal business benefit from that? What about the other electronic chemical areas and what about Healthcare?
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Oschmann:
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Now, the response from the capital market to our bid was relatively clear and this is also reflected in the share price of
Versum. If the capital market had thought that this is very unlikely, the share price would have been different.
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Otherwise regarding the Versum
matter, I must say journalists have the job to keep asking questions, but I cannot answer all of these questions and we have actually
just reached that limit.
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Journalist:
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Good morning. Just another question about past events at Versum. The company just rejected the offer as unsolicited, my question
is: Did you engage in talks before placing that bid or did you just place it? I did not really understand that. Now, can you just
comment on the capacity expansion in China and the expected effects on your Performance Materials business?
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Oschmann:
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Now with regards to Versum, once again if you look at the situation and if you look at the so-called proxy statement of the
deal between Versum and Entegris, well, there are very tight rules and limits. And this is why it is also not so easy for Versum
management to engage in a dialogue, but we will not comment on any details with regard to the interaction.
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Journalist:
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I’ve got an add-on question to the first one. Independent of the Versum acquisition, what are your drivers for growing
profitability in Performance Materials in 2019?
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Oschmann:
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With regard to our forecast we didn’t make any statement on an acquisition of Versum. You have to assume that the qualitative
guidance we are now giving relates to our existing portfolio.
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Journalist:
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I also have two questions regarding Versum. For one thing, why did you publish this offer so late, was it not known in the
market that the two of them are planning to merge or what was the reason? Second question, you seem to be very decisive in going
through with this takeover, can we conclude that you would also make a hostile move if necessary?
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Oschmann:
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As regards Versum, the deal between Entegris and Versum became known on the date when it was announced - period. There will
always be all sorts of rumors about all sorts of things in the market. And in almost 99 percent of the cases, they are incorrect
and if you take rumors as guidance, you will make a major mistake.
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Journalist:
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But even afterwards you waited relatively long.
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Oschmann:
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Do you think so? I don’t think so. I take a totally different view. But for tactical reasons you have to see that right
now, we are involved in a competitive environment. And as we do like to talk to you and be transparent, but we will definitely
not say anything about any planned steps. That’s all I can say. That we are 100 percent convinced of our proposal.
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Journalist:
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I’ve got two questions. First, I would like to understand what the semiconductor market looks like especially, the supplier
market in which you operate. Are there a lot of players – has there been a lot of consolidation? Because it’s not quite
clear to me why it has to be Versum. Aren’t there any other thrilling targets out there?
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Oschmann:
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Was your first question related to the entire semiconductor market or just to the materials manufacturers? When it comes to
materials manufacturers, it is neither highly consolidated nor highly fragmented, somewhere in between. But there are very different
types of materials manufacturers. There are certain wafer materials manufacturers. That is quite different from what we do. They
are also materials manufacturers that provide process materials for semiconductor manufacturing – and this is about many
different things like deposition. This is a very important aspect and you have to produce layers with a thickness of a single atom
that various types of processes like spinning processes or gas-based where you just actually have to reduce the wafer thickness
using some CMP slurry process. There are also different types of materials for instance when it comes to packaging. This is about
just some heat removal from chips. And then, plating is a major topic. So, there is a long list of different manufacturers that
are specialized in different ways. We’ve been monitoring this for a long time. There are many interesting companies in this
field and we believe that Versum would be a very good match and would also continue to be a very good match in the future because
this market requires a lot of innovation. And we’ve had this trend for many decades that the performance of these chips will
just double every other year. So, this requires lot of innovative clout.
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Journalist:
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So, if you have been observing this for a long time, I’m sure that you’re really annoyed that Entegris just preempted
your effort.
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Oschmann:
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No, we were not angry about this. And I cannot make any detailed statements about our tactical approach as I ‘ve already
said several times.
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Journalist:
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Hello. I’ve got a question about Performance Materials and Versum. Now, Merck KGaA, Darmstadt, Germany has three business
units in Performance Materials. My question is: How large does Performance Materials have to be before you’re satisfied?
If you were successful in making the Versum acquisition, would you be satisfied then? Or do you have to make a further acquisition?
And just linked to that question, let me ask you this: Do you want to make any additional acquisitions in Performance Materials
or in Life Science or in Healthcare in the future? How do you determine this?
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Oschmann:
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Well, the short answer is yes. If a CFO and a CEO are happy with something in the company that would be a bad sign. We’re
never really satisfied. We’re happy about certain things that go on in the company and we’re positive, but we’re
not really satisfied.
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Journalist:
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But I mean $6 billion is a lot. You just told us that in 2018, you tried to reduce your debt level. Now, if you were successful
with Versum for $6 billion, what would be left and what next?
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Oschmann:
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Well, it would be great to discuss that very openly at this point. But Mr. Kuhnert would kick my shins because it would send
out certain signals to our competitors. And we don’t want to expose our plans to the investment bankers around the world.
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Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain forward-looking
statements based on current assumptions and forecasts made by Merck KGaA, Darmstadt, Germany management. Various known and unknown
risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation,
development or performance of the company and the estimates given here. These factors include those discussed in Merck KGaA, Darmstadt,
Germany’s public reports which are available on the Merck KGaA, Darmstadt, Germany website at www.emdgroup.com, and those
discussed in the preliminary proxy statement on Schedule 14A filed by Merck KGaA, Darmstadt, Germany, with the Securities and Exchange
Commission (the “SEC”) on March 12, 2019 (the “Preliminary Proxy Statement”) in opposition to the proposed
business combination transaction between Versum Materials, Inc. (“Versum”) and Entegris, Inc. Merck KGaA, Darmstadt,
Germany assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Additional Important Information and
Where to Find It
This communication does not constitute
an offer to buy or solicitation of an offer to sell any securities. This communication relates to the proposal which Merck
KGaA
,
Darmstadt, Germany has made for a business combination transaction with Versum. Merck KGaA, Darmstadt, Germany filed the Preliminary
Proxy Statement and the accompanying GREEN proxy card with the SEC on March 12, 2019 to be used to solicit proxies in opposition
to the proposed business combination transaction between Versum and Entegris, Inc., and intends to file other relevant materials
with the SEC, including a proxy statement in definitive form (the “Proxy Statement”). This communication is not a substitute
for the Proxy Statement or any other document Merck KGaA, Darmstadt, Germany, Versum or Entegris, Inc. may file with the SEC in
connection with the proposed transaction.
STOCKHOLDERS OF VERSUM ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE AND ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL PROXY MATERIALS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The Proxy Statement will be delivered to the stockholders
of Versum. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other
documents filed with the SEC by Merck KGaA, Darmstadt, Germany through the website maintained by the SEC at http://www.sec.gov,
or by contacting the proxy solicitor of Merck KGaA, Darmstadt, Germany, D.F. King & Co., Inc., at (212) 269-5550 for banks
and brokers or at (800) 714-3312 for stockholders.
Participants in Solicitation
Merck KGaA, Darmstadt, Germany and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Versum common
stock. Additional information regarding the participants in the proxy solicitation is contained in the Preliminary Proxy Statement.
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