VSM Versum Materials Inc

By Colin Kellaher 

This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (April 9, 2019).

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

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 have united 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.

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.

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.

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 Monday at $51.78, up 1.1% on the day.. Shares of Entegris rose about 2.1% to end the day at $38.66.

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

(END) Dow Jones Newswires

April 09, 2019 02:47 ET (06:47 GMT)

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