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 managements 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 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