Item 8.01 Other Events.
On April 1, 2019, Versum Materials, Inc. published an investor presentation. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Additional Information About the Merck Tender Offer
Versum Materials has filed a solicitation/recommendation statement with respect to the tender offer with the SEC.
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 OR THAT MAY BE 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.
Forward-looking statements made herein with respect to the tender offer by Merck
KGaA, Darmstadt, Germany (Merck), the proposed business combination between Versum Materials and Entegris (the Entegris Merger), the potential merging of the offeror under the tender offer with and into Versum Materials (the
Potential Merck Merger) and any transactions related to the foregoing, including, for example, the timing of the completion of the Entegris Merger or the Potential Merck Merger and the potential benefits of the Entegris Merger or the
Potential Merck Merger, reflect the current analysis of existing information and are subject to various known and unknown risks and uncertainties, many of which are beyond Versum Materials, Entegris and Mercks control. Statements
in this communication regarding Versum Materials, Entegris, Entegris as the surviving entity of the Entegris Merger (the Combined Company) and Merck that are forward-looking, including projections as to the anticipated benefits of the
Entegris Merger and the Potential Merck Merger, the impact of the proposed transaction on Versum Materials, Entegris and Mercks business and future financial and operating results, the amount and timing of synergies from such
proposed transactions, and the closing date for such proposed transactions, are based on managements estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Versum
Materials, Entegris and Mercks control. These factors and risks include, but