BILLERICA, Mass.--(BUSINESS WIRE)--Feb. 27, 2019--
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190227005832/en/
Source: Entegris, Inc.
Entegris
Bill Seymour
VP of Investor Relations
952-556-1844
bill.seymour@entegris.com
Or
Michael
Freitag / Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449