Press release
Versum Materials Receives Revised Proposal from Merck KGaA; Board Determines Revised Offer Constitutes a “Superior Proposal” to Entegris Transaction
Entegris has the Right to Submit Counterproposal Until April 11TEMPE, Ariz.--(BUSINESS WIRE)-- Versum Materials, Inc. (NYSE:VSM) today announced that it has
About this update from Entegris, Inc.
[{"type":"text","content":"Entegris has the Right to Submit Counterproposal Until April 11TEMPE, Ariz.--(BUSINESS WIRE)-- Versum Materials, Inc. (NYSE:VSM) today announced that it has received a revised proposal from Merck KGaA, Darmstadt, Germany (\"Merck\") to acquire Versum for $53 per share, and that Versum's Board of Directors, in consultation with its legal and financial advisors, has unanimously determined that this proposal constitutes a \"Superior Proposal\" as defined in Versum's previously announced merger agreement with Entegris, Inc. (NASDAQ:ENTG).Under the terms of Merck's revised proposal, Merck would acquire all of the outstanding shares of common stock of Versum for $53 per share in cash, an increase from the previously announced $48 per share proposal made by Merck on February 27, 2019.On April 7, 2019, Versum notified Entegris that Versum had received the revised proposal from Merck, that Versum's Board of Directors has unanimously determined that Merck's proposal constitutes a \"Superior Proposal,\" and that Versum's Board of Directors intends to terminate the Entegris merger agreement to enter into a definitive merger agreement with respect to Merck's proposal. Consistent with the terms of the Entegris merger agreement, Entegris has the right, during the four business day period ending on April 11, 2019, to propose revisions to the existing merger agreement between Versum and Entegris. Versum is required to, and intends to, negotiate in good faith with Entegris during this period, and the Versum Board of Directors will consider in good faith any changes to the Entegris merger agreement that Entegris may propose during this period. If Versum terminates the Entegris merger agreement to enter into a definitive agreement with respect to Merck's revised proposal, Versum is required to pay a $140 million termination fee to Entegris.Lazard and Citi are serving as financial advisors to Versum and Simpson Thacher & Bartlett LLP is serving as legal counsel.About Versum MaterialsVersum Materials, Inc. (NYSE:VSM) is a leading global specialty materials company providing high-purity chemicals and gases, delivery systems, services and materials expertise to meet the evolving needs of the global semiconductor and display industries. Derived from the Latin word for \"toward,\" the name \"Versum\" communicates the company's deep commitment to helping ...