VSM Versum Materials Inc

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the Merger on October 7, 2019 (the “Effective Time”), each outstanding share of the Company’s common stock, par value $1.00 per share (the “Company Common Stock”) (other than the Company Common Stock (i) owned by the Company, Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent, and in each case excluding any such shares owned by a benefit plan of the Company or held on behalf of third parties, and (ii) shares owned by stockholders who have not voted in favor of the Merger and have demanded, perfected and not withdrawn or lost the right to demand, appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $53.00 per share in cash, without interest (the “Merger Consideration”). The Merger Consideration was funded with cash on hand and funds available to Parent under its unsecured Syndicated Dual-Currency Term Loan Facilities Agreement, dated March 25, 2019, among Parent, Merck Financial Services GmbH, Bank of America, N.A., London Branch, BNP Paribas Fortis NV/SA and Deutsche Bank AG Filiale Luxemburg, as Underwriters, Bank of America Merrill Lynch International Designated Activity Company, BNP Paribas Fortis NV/SA and Deutsche Bank AG, as Mandated Lead Arrangers, Deutsche Bank Luxembourg S.A., as Facility Agent, and the Lenders party thereto from time to time.

Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding stock option of the Company fully vested and was canceled and converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over such stock option’s exercise price, on the terms set forth in the Merger Agreement (with outstanding stock options whose exercise price is equal to or greater than the Merger Consideration cancelled for no consideration or payment), (ii) each outstanding restricted stock unit award of the Company converted into the right to receive a deferred cash payment based on the Merger Consideration, on the terms set forth in the Merger Agreement, (iii) each outstanding performance stock unit award of the Company converted into the right to receive a deferred cash payment based on the Merger Consideration, on the terms set forth in the Merger Agreement and with performance goals applicable to such performance stock unit awards measured based on actual performance through the Effective Time, and (iv) each deferred stock unit award of the Company fully vested and was canceled and converted into the right to receive the Merger Consideration.

The foregoing description of the Merger Agreement and Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company’s Current Report filed on Form 8-K with the Securities and Exchange Commission (the “SEC”) on April 12, 2019, and is incorporated into this item by reference.