VSM Versum Materials Inc

By Colin Kellaher

Versum Materials Inc. (VSM) on Monday said Merck KGaA (MRK.XE) has offered to acquire the company for $53 a share, or about $5.78 billion, and that its board determined that the bid constitutes a superior proposal to its planned all-stock merger with Entegris Inc. (ENTG).

The Tempe, Ariz., provider of chip-making materials said Entegris has the right to submit a counterproposal until April 11, but Entegris said it has considered its options and doesn't plan to propose a revised deal.

Versum in January agreed to combine with Entegris in a deal that would unite two chemical companies that make critical components for the semiconductor industry, but Merck in February stepped in with a proposal to buy Versum for $48 a share, or about $5.2 billion.

Merck's new bid represents a 10.4% increase from its initial proposal and a 28% premium to Versum's closing price of $41.40 on Feb. 26, the day before Merck announced its initial approach.

Versum's board rejected the unsolicited proposal but in late March said it would hold talks for a potentially better deal with the German pharmaceutical and specialty chemicals company.

Under the current merger agreement, Versum would be required to pay a $140 million breakup fee to Entegris if it backs out of the deal.

Shares of Versum, which have consistently traded above $48 since Merck made its initial bid, closed Friday at $51.20 and edged up 1% to $51.75 in premarket trading on Monday. Shares of Entegris slipped 2.3% to $37 premarket.

Write to Colin Kellaher at colin.kellaher@wsj.com

(END) Dow Jones Newswires

April 08, 2019 09:42 ET (13:42 GMT)

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