BILLERICA, Mass.--(BUSINESS WIRE)--Apr. 8, 2019--
Entegris, Inc. (NASDAQ:ENTG), a leader in specialty chemicals and
advanced materials solutions for the microelectronics industry, today
issued the following statement regarding Versum Material’s (NYSE:VSM)
(“Versum”) determination that Merck KGaA’s (“Merck”) revised proposal
constitutes a Superior Proposal under the terms of the previously
announced merger agreement with Entegris:
Entegris has considered its options and does not currently intend to
propose to revise the terms of the Entegris-Versum merger of equals.
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/20190408005472/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