Urges Stockholders Not to Tender Their
Shares
Determines to Engage in Discussions with
Merck
Versum Materials, Inc. (NYSE: VSM) today announced that its
board of directors (the “Versum Board”), after careful
consideration and consultation with its financial and legal
advisors, unanimously determined to reject the unsolicited tender
offer from Merck KGaA (“Merck”) to acquire all outstanding shares
of Versum for $48 per share in cash (the “Offer”). The Versum Board
determined that the Offer is not in the best interests of Versum or
its stockholders. Accordingly, the Versum Board recommends that
Versum stockholders reject the Offer and not tender their shares
into the Offer.
The reasons for the Versum Board’s recommendation to reject the
Offer are set forth in a Schedule 14D-9, being filed by Versum
with the Securities and Exchange Commission (“SEC”) today, which is
also being disseminated to stockholders. Versum’s
Schedule 14D-9 will also be available on the SEC's website at
www.sec.gov and on Versum’s website at www.versummaterials.com.
Versum also announced today that a meeting occurred between
representatives of Versum and Merck pursuant to a limited waiver
granted by Entegris, Inc. (NASDAQ: ENTG) under the previously
announced merger agreement between Versum and Entegris. After
consideration of such meeting, the Versum Board has determined,
after consultation with its financial and legal advisors, that
Merck’s proposal could reasonably be expected to result in a
superior proposal under Versum’s merger agreement with Entegris and
has authorized Versum’s management and its advisers to engage in
further discussions with, and provide non-public information to,
Merck.
The Versum Board has not changed its recommendation in support
of the pending all-stock merger of equals with Entegris.
Lazard and Citi are serving as financial advisors to Versum 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.
Additional Information About the Merck Tender Offer
Versum Materials, Inc. (“Versum Materials”) intends to file a
solicitation/recommendation statement with respect to the tender
offer with the SEC within 10 business days of the commencement of
the tender offer. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
TENDER OFFER AND OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER. You will be able to obtain
free copies of the solicitation/recommendation statement with
respect to the tender offer and other documents filed with the
Securities and Exchange Commission (“SEC”) by Versum Materials
through the website maintained by the SEC at http://www.sec.gov.
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.
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’ 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) Versum Materials’ and 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 SEC, including
under the headings “Cautionary Statement Regarding Forward-Looking
Statements” and “Risk Factors” in Entegris’ and Versum Materials’
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, 2018, filed on February 11, 2019,
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, as amended
on March 18, 2019, that includes a joint proxy statement of Versum
Materials and Entegris and that also constitutes a prospectus of
Entegris. The registration statement was declared effective by the
SEC on March 20, 2019, and Versum Materials and Entegris commenced
mailing of the definitive joint proxy statement/prospectus to the
stockholders of Versum Materials and Entegris on or about March 22,
2019. 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. 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 for the Proposed Versum
Materials/Entegris Merger
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 2019 annual meeting of shareholders, which was
filed with the SEC on March 20, 2019, and Entegris’ Annual Report
on Form 10-K for the fiscal year ended December 31, 2018, which was
filed with the SEC on February 11, 2019. 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/20190329005199/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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