Entegris Comments on Merck KGaA’s Offer to Acquire Versum Materials
February 27 2019 - 2:26PM
Business Wire
Entegris, Inc. (NASDAQ:ENTG), a leader in specialty chemicals
and advanced materials solutions for the microelectronics industry,
today issued the following statement in response to Merck KGaA’s
unsolicited offer to acquire Versum Materials, Inc. (NYSE:VSM), a
leading specialty materials supplier to the semiconductor
industry:
“The all-stock merger of equals of Entegris and Versum Materials
will create a premier specialty materials company for the
semiconductor and other high-tech industries and will be able to
deliver meaningful value to Versum Materials and Entegris
stockholders,” said Bertrand Loy, President and CEO of Entegris.
“We believe this combination is highly complementary and
strategically compelling, providing stockholders of both companies
with the opportunity to participate in the significant upside
potential of the combined entity.”
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor to Entegris and Wachtell, Lipton, Rosen & Katz is
serving as legal counsel.
About Entegris
Entegris is a leader in specialty chemicals and advanced
materials solutions for the microelectronics industry and other
high-tech industries. Entegris is ISO 9001 certified and has
manufacturing, customer service and/or research facilities in the
United States, China, France, Germany, Israel, Japan, Malaysia,
Singapore, South Korea and Taiwan. Additional information can be
found at www.entegris.com.
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. These forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, many of which are beyond Entegris’ and Versum
Materials’ control. Statements in this communication regarding
Entegris, Versum Materials and the combined company that are
forward-looking, including projections as to the anticipated
benefits of the proposed transaction, the impact of the proposed
transaction on Entegris’ and Versum Materials’ business and future
financial and operating results, the amount and timing of synergies
from the proposed transaction, and the closing date for the
proposed transaction, are based on management’s estimates,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond Entegris’
and Versum Materials’ control. These factors and risks include, but
are not limited to, (i) weakening of global and/or regional
economic conditions, generally or specifically in the semiconductor
industry, which could decrease the demand for Entegris’ and Versum
Materials’ products and solutions; (ii) the ability to meet rapid
demand shifts; (iii) the ability to continue technological
innovation and introduce new products to meet customers’ rapidly
changing requirements; (iv) the concentrated customer base; (v) the
ability to identify, effect and integrate acquisitions, joint
ventures or other transactions; (vi) the ability to protect and
enforce intellectual property rights; (vii) operational, political
and legal risks of Entegris’ and Versum Materials’ international
operations; (viii) Entegris’ dependence on sole source and limited
source suppliers; (ix) the increasing complexity of certain
manufacturing processes; (x) raw material shortages and price
increases; (xi) changes in government regulations of the countries
in which Entegris and Versum Materials operate; (xii) the
fluctuation of currency exchange rates; (xiii) fluctuations in the
market price of Entegris’ stock; (xiv) the level of, and
obligations associated with, Entegris’ and Versum Materials’
indebtedness; and (xv) other risk factors and additional
information. In addition, material risks that could cause actual
results to differ from forward-looking statements include: the
inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Entegris’
businesses and the ability to achieve the anticipated synergies and
value-creation contemplated by the proposed transaction; the risk
associated with Entegris’ and Versum Materials’ ability to obtain
the approval of the proposed transaction by their shareholders
required to consummate the proposed transaction and the timing of
the closing of the proposed transaction, including the risk that
the conditions to the transaction are not satisfied on a timely
basis or at all and the failure of the transaction to close for any
other reason; the risk that a consent or authorization that may be
required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement and pendency of the transaction; and the
diversion of management time on transaction-related issues. For a
more detailed discussion of such risks and other factors, see
Entegris’ and Versum Materials’ filings with the Securities and
Exchange Commission, including under the heading “Risks Factors” in
Item 1A of Entegris’ Annual Report on Form 10-K for the fiscal year
ended December 31, 2017, filed on February 15, 2018, and Versum
Materials’ Annual Report on Form 10-K for the fiscal year ended
September 30, 2018, filed on November 21, 2018 and in other
periodic filings, available on the SEC website or www.entegris.com
or www.versummaterials.com. Entegris and Versum Materials’ assume
no obligation to update any forward-looking statements or
information, which speak as of their respective dates, to reflect
events or circumstances after the date of this communication, or to
reflect the occurrence of unanticipated events, except as may be
required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued
“forward-looking statement” constitutes a reaffirmation of that
statement.
Additional Information about the Merger and Where to Find
It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between Entegris and Versum
Materials. In connection with the proposed transaction, Entegris
intends to file with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that will include a
joint proxy statement of Entegris and Versum Materials that also
constitutes a prospectus of Entegris. Each of Entegris and Versum
Materials also plan to file other relevant documents with the SEC
regarding the proposed transaction. No offering of securities shall
be made, except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended. Any
definitive joint proxy statement/prospectus (if and when available)
will be mailed to stockholders of Entegris and Versum Materials.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of these documents (if
and when available) and other documents containing important
information about Entegris and Versum Materials, once such
documents are filed with the SEC through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Entegris will be available free of charge on Entegris’
website at http://www.entegris.com or by contacting Entegris’
Investor Relations Department by email at irelations@entegris.com
or by phone at 978-436-6500. Copies of the documents filed with the
SEC by Versum Materials will be available free of charge on Versum
Materials’ website at investors.versummaterials.com or by phone at
484-275-5907.
Participants in the Solicitation
Entegris, Versum Materials and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers
of Entegris is set forth in Entegris’ proxy statement for its 2018
annual meeting of shareholders, which was filed with the SEC on
March 28, 2018, and Entegris’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, which was filed with the SEC
on February 15, 2018. Information about the directors and executive
officers of Versum Materials is set forth in its proxy statement
for its 2019 annual meeting of shareholders, which was filed with
the SEC on December 20, 2018, and Versum Materials’ Annual Report
on Form 10-K for the fiscal year ended September 30, 2018, which
was filed with the SEC on November 21, 2018. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when such materials
become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Entegris or Versum Materials using
the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20190227005832/en/
EntegrisBill SeymourVP of Investor
Relations952-556-1844bill.seymour@entegris.comOrMichael Freitag /
Kelly SullivanJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
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