Versum Materials, Inc. (NYSE: VSM), a leading specialty materials
and equipment supplier to the semiconductor industry, today announced
that it will hold a special meeting of its stockholders at its corporate
headquarters, 8555 South River Parkway, Tempe, Arizona 85284, on June
17, 2019, beginning at 2:00 p.m., local time. At the special meeting,
stockholders will be asked to take action to, among other things, adopt
the Agreement and Plan of Merger, dated as of April 12, 2019 (the
“merger agreement”), by and among Versum Materials, Merck KGaA,
Darmstadt, Germany and EMD Performance Materials Holding, Inc. The board
of directors of Versum Materials unanimously recommends that Versum
Materials’ stockholders vote to adopt the merger agreement at the
special meeting.
Only stockholders of record at the close of business on May 13, 2019
(the “record date”), will be entitled to receive notice of and to vote
at the special meeting and any adjournments or postponements thereof.
Under the terms of the merger agreement, each share of Versum Materials
common stock, par value $1.00 per share (“Versum common stock”) issued
and outstanding immediately prior to the effective time of the merger
(other than shares of Versum common stock owned by Versum Materials,
Merck KGaA, Darmstadt, Germany, and its subsidiaries or certain other
excluded holders pursuant to the terms of the merger agreement)
automatically will be converted into the right to receive $53.00 in
cash, without interest and less any applicable withholding taxes.
The transaction is expected to close in the second half of 2019, subject
to the approval of stockholders at the special meeting, regulatory
clearances and the satisfaction of other customary closing conditions.
About Versum Materials
Versum 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 customers move toward the future by collaborating,
innovating and creating cutting-edge solutions.
A global leader in technology, quality, safety and reliability, Versum
Materials is one of the world’s leading suppliers of next-generation CMP
slurries, ultra-thin dielectric and metal film precursors, formulated
cleans and etching products, and delivery equipment that has
revolutionized the semiconductor industry. Versum Materials reported
fiscal year 2018 annual sales of about U.S. $1.4 billion, has
approximately 2,300 employees and operates 14 major facilities
in Asia and the North America. It is headquartered in Tempe,
Arizona. Versum Materials had operated for more than three decades as a
division of Air Products and Chemicals, Inc. (NYSE:APD).
For additional information, please visit http://www.versummaterials.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements based on
current assumptions and forecasts made by Versum Materials,
Inc. (“Versum”) management. Various known and unknown risks,
uncertainties and other factors could lead to material differences
between the actual future results, financial situation, development or
performance of the company and the estimates given here. These factors
include the following: Merck KGaA, Darmstadt, Germany’s ability to
successfully complete the proposed acquisition of Versum or realize the
anticipated benefits of the proposed transaction in the expected
time-frames or at all; Merck KGaA, Darmstadt, Germany’s ability to
successfully integrate Versum’s operations into those of Merck KGaA,
Darmstadt, Germany; such integration may be more difficult,
time-consuming or costly than expected; the failure to obtain Versum’s
stockholders’ approval of the proposed transaction; the failure of any
of the conditions to the proposed transaction to be satisfied; revenues
following the proposed transaction may be lower than expected; operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected following
the proposed transaction; the retention of certain key employees at
Versum; risks associated with the disruption of management’s attention
from ongoing business operations due to the proposed transaction; the
outcome of any legal proceedings related to the proposed transaction;
the impact of the proposed transaction on Versum’s credit rating; the
parties’ ability to meet expectations regarding the timing and
completion of the proposed transaction; delays in obtaining any
approvals required for the proposed transaction or an inability to
obtain them on the terms proposed or on the anticipated schedule; the
impact of indebtedness incurred by Merck KGaA, Darmstadt, Germany, in
connection with the proposed transaction; the effects of the business
combination of Versum and Merck KGaA, Darmstadt, Germany, including the
combined company’s future financial condition, operating results,
strategy and plans; and other factors discussed in Merck KGaA,
Darmstadt, Germany’s public reports which are available on the Merck
KGaA, Darmstadt, Germany website at www.emdgroup.com or
in Versum’s Annual Report on Form 10-K filed with the U.S. Securities
and Exchange Commission (the “SEC”) for the fiscal year ended
on September 30, 2018 and Versum’s other filings with the SEC, which are
available at http://www.sec.gov and
Versum’s website at www.versummaterials.com.
Except as otherwise required by law, Versum assumes no liability
whatsoever to update these forward-looking statements or to conform them
to future events or developments. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only as of
the date hereof.
Additional Important Information and Where to Find It
This communication relates to the proposed merger transaction involving
Versum and Merck KGaA, Darmstadt, Germany. In connection with the
proposed merger, Versum and Merck KGaA, Darmstadt, Germany intend to
file relevant materials with the SEC, including Versum’s proxy statement
on Schedule 14A (the “Proxy Statement”). This communication does not
constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, and is not a
substitute for the Proxy Statement or any other document that Versum
or Merck KGaA, Darmstadt, Germany, may file with the SEC or send to
Versum’s stockholders in connection with the proposed merger.
STOCKHOLDERS OF VERSUM ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC’s web site, http://www.sec.gov,
or Versum’s website at http://investors.versummaterials.com or
by phone at 484-275-5907.
Participants in Solicitation
Versum, Merck KGaA, Darmstadt, Germany and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the holders of Versum common stock in
respect of the proposed transaction. Information about the directors and
executive officers of Versum is set forth in Versum’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2018, which was filed
with the SEC on November 21, 2018, and the proxy statement for Versum’s
2019 annual meeting of stockholders, which was filed with
the SEC on December 20, 2018. Information about the directors and
executive officers of Merck KGaA, Darmstadt, Germany is set forth on
Schedule I of the Schedule 14A filed by Merck KGaA,
Darmstadt, Germany with the SEC on March 22, 2019. Other information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Proxy Statement and other relevant
materials to be filed with the SEC in respect of the proposed
transaction when they become available.
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