Merck has commenced a cash Tender Offer to acquire all outstanding shares of Versum Materials, Inc. for $48 per share, without interest and less any withholding taxes. In addition, Merck KGaA, Darmstadt, Germany, announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with its solicitation against the Entegris acquisition of Versum and that it has commenced mailing its definitive proxy materials, including a GREEN proxy card.
Deal for USD 48 per Share
In a second letter to Versum shareholders, Merck KGaA, Darmstadt, Germany, said: “We are firmly committed to completing the acquisition of Versum and the Tender Offer is an unambiguous step toward that objective.”
Merck KGaA, Darmstadt, Germany’s Tender Offer price represents a 51.7% premium over Versum’s last undisturbed trading price on the day prior to the Entegris acquisition announcement and a premium of 23.6% to the value of the Entegris merger consideration on March 25, 2019, the day prior to the launch of the Tender Offer. It reflects an enterprise value (EV) for Versum of approximately $6 billion and an EV/FY18 EBITDA multiple of approximately 13.3x.
Guggenheim Securities and Goldman Sachs - Financial Advisors
In connection with the Tender Offer, Merck KGaA, Darmstadt, Germany, has entered into a Facilities Agreement with Bank of America Merrill Lynch, BNP Paribas Fortis and Deutsche Bank AG, providing it with fully committed financing to consummate the Tender Offer or otherwise complete its acquisition of Versum.
Merck KGaA, Darmstadt, Germany, urges all Versum shareholders to vote the GREEN proxy card, against the inferior Entegris acquisition, as mailed to shareholders on or about March 25 in Merck KGaA, Darmstadt, Germany’s definitive proxy materials.
Guggenheim Securities, LLC and Goldman Sachs & Co. LLC are acting as financial advisors, and Sullivan & Cromwell LLP is acting as legal counsel, to Merck KGaA, Darmstadt, Germany, in connection with the Tender Offer.
Source: Merck