Item 1.01.
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Entry into a Material Definitive Agreement
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On April 2, 2019, Versum Materials, Inc. (the
Company
or
Versum
) and Broadridge Corporate Issuer
Solutions, Inc., as Rights Agent, entered into the Amendment and Termination (the
Amendment and Termination
) of the Rights Agreement, dated as of February 28, 2019, as amended by that certain Amendment No. 1 to Rights Agreement,
dated as of March 14, 2019, by and between the Company and the Rights Agent (as amended, the
Rights Agreement
). The Amendment and Termination amends the Rights Agreement by accelerating the definition of Final Expiration
Date from August 30, 2019 to April 2, 2019, such that, as of 11:59 p.m. New York City time on April 2, 2019, the rights to purchase Series A Junior Participating Preferred Stock issued pursuant to the Rights Agreement (the Rights)
will expire and no longer be outstanding and the Rights Agreement will terminate and be of no further force and effect. Only holders of record of issued and outstanding shares of common stock of the Company as of the close of business on April 2,
2019 are entitled to vote at the previously announced April 26, 2019 special meeting of the Companys stockholders on the proposal to adopt the Companys previously announced merger agreement with Entegris, Inc.
(
Entegris
).
As previously disclosed, certain purported stockholders of the Company filed two putative class action
lawsuits in the Court of Chancery of the State of Delaware against the Company, the members of the board of directors of the Company, and Broadridge Corporate Issuer Solutions, Inc., seeking, among other things, relief declaring that the Rights
Agreement is unenforceable and seeking to enjoin the merger with Entegris. Plaintiffs in that litigation and the Company executed a stipulation dated as of March 31, 2019, pursuant to which such plaintiffs agreed to withdraw their motion seeking to
enjoin consummation of the merger and related expedited discovery demands upon termination of the Rights Agreement. While the Company believes that the motion is without merit, the Company is resolving the motion to avoid the expense and distraction
of litigating the motion and to instead focus its efforts on the proposed merger with Entegris.
During the pendency of the previously
announced unsolicited conditional tender offer by Merck KGaA, Darmstadt, Germany (
Merck
) to acquire stock of the Company, applicable federal securities laws and the rules and regulations promulgated thereunder prohibit Merck from
acquiring stock of the Company except as part of the tender offer. Entegris is not restricted from acquiring stock of the Company pursuant to the merger agreement or pursuant to the standstill provisions in the confidentiality agreement between the
Company and Entegris, which provisions terminated according to their terms as a result of the commencement of Mercks tender offer.
The Versum board of directors continues to unanimously recommend:
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that Versum stockholders REJECT Mercks tender offer and NOT TENDER their shares of Company common stock
into Mercks tender offer, and
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that Versum stockholders vote FOR the merger with Entegris.
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The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights
Agreement, which was filed with the Securities and Exchange Commission (
SEC
) in a Current Report on Form 8-K on February 28, 2019, the Amendment No. 1 to Rights Agreement, which was filed with the SEC in a Current Report on Form
8-K on March 14, 2019, and the Amendment and Termination, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.