Strongly Believes Combination of Entegris and
Versum to be in the Best Interests of Stockholders of Each
Company
Boards of Directors of Entegris and Versum
Materials Continue to Recommend Previously Announced
Merger-of-Equals
Entegris, Inc. (NASDAQ:ENTG), a leader in specialty chemicals
and advanced materials solutions for the microelectronics industry,
today commented on Versum Materials’ (NYSE:VSM) (“Versum”)
announcement that it has rejected Merck KGaA’s (“Merck”)
unsolicited tender offer to acquire all outstanding shares of
Versum for $48 per share in cash and that the Versum Board of
Directors continues to recommend the previously announced proposed
merger-of-equals between Versum and Entegris.
Versum stated today – and Entegris strongly agrees – that the
Entegris Merger will result in Versum stockholders having the
ability to realize greater long-term value than in an all-cash
acquisition of Versum by Merck. Merck’s low premium,
change-in-control offer would prevent the stockholders of both
companies from participating in potential upside of the combined
company. The strategic merger of equals between Entegris and Versum
Materials will create a premier specialty materials company with
enhanced product breadth and depth and world class technological
capabilities. The powerful value-creation and compelling strategic
benefits of this combination as well as the significant expected
cost and revenue synergies will drive enhanced value for
stockholders of both companies.
Specifically:
- The Entegris-Versum transaction is a
true, all-stock, remain-invested, merger of equals that has
tremendous upside value-creation potential. In a combination with
Entegris, Versum shareholders will achieve significant value
creation from the strength of the combined company, outsized
revenue growth and cash flow generation, and enhanced capital
returns.
- There is significant cost, revenue and
tax synergy potential within the proposed combination of Entegris
and Versum. The combined company expects to achieve $125 million in
cost synergies, and expects revenue synergies to contribute at
least $50 million of additional EBITDA annually.
- The combined company will have a strong
balance sheet and will generate significant excess free cash flow
that will provide the flexibility necessary to allow for
significant return of capital to shareholders, among other
initiatives.
- Both companies have experienced
management teams with strong track records of successfully
integrating mergers, achieving synergies and creating shareholder
value.
- The combined company will deliver
unique opportunity for all stakeholders. Customers will benefit
from enhanced product breadth and depth, unwavering commitment to
R&D, improved technical expertise as well as much broader
scale. Given that the transaction is a true merger-of-equals, the
combined company will also be an ideal home for Versum’s
employees.
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, 2018, filed on February 11, 2019, 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
has filed a registration statement on Form S-4 on February 28,
2019, as amended on March 18, 2019, which included a preliminary
joint proxy statement of Entegris and Versum Materials that also
constitutes a preliminary prospectus of Entegris. The registration
statement was declared effective by the Securities and Exchange
Commission (the “SEC”) on March 20, 2019, and Entegris and Versum
Materials commenced mailing of the definitive joint proxy
statement/prospectus to their respective stockholders on or about
March 22, 2019. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
free copies of these documents and other documents containing
important information about Entegris and Versum Materials 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 http://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 2019
annual meeting of shareholders, which was filed with the SEC on
March 20, 2019, and Entegris’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, which was filed with the SEC
on February 11, 2019. 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, is contained in the definitive joint proxy
statement/prospectus and may be included in other relevant
materials that may be filed with the SEC regarding the proposed
transaction. Investors should read the definitive joint proxy
statement/prospectus carefully 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/20190329005383/en/
EntegrisBill SeymourVP of Investor
Relations952-556-1844bill.seymour@entegris.comOrMichael Freitag /
Kelly SullivanJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
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