Exhibit 99.1
Versum Materials Adopts Limited Duration Shareholder Rights Plan
Business Wire
28 February 2019
TEMPE, Ariz.—(BUSINESS WIRE)—Versum Materials, Inc. (NYSE: VSM), a leading specialty materials supplier to the semiconductor industry, today announced that its Board has adopted a limited duration Shareholder Rights Plan, details of which will be contained in a Form8-K to be filed with the U.S. Securities and Exchange Commission.
The Rights Plan, which was adopted by the Board following evaluation and consultation with the Company’s advisors, is similar to plans adopted by numerous publicly traded companies. The Rights Plan is intended to promote the fair and equal treatment of all Versum shareholders and ensure that no person or group can gain control of, or influence over, Versum, through open market accumulations or other tactics potentially disadvantaging the interest of all shareholders.
Under the Rights Plan, the Rights will become exercisable if a person or group becomes the beneficial owner of 12.5% or more of the Company’s outstanding Common Stock. In the event that the Rights become exercisable due to the triggering ownership threshold being crossed, each Right will entitle its holder to purchase, at the Right’s exercise price, a number of shares of Common Stock or equivalent securities having a market value at that time of twice the Right’s exercise price. Rights held by the triggering entity will become void and will not be exercisable to purchase shares at the reduced purchase price. The Board of Directors will, in general, be entitled to redeem the Rights at $0.001 per Right at any time before the triggering ownership threshold is crossed.
The Rights Plan may be amended, redeemed or terminated by the Versum Board of Directors at any time prior to being triggered or its expiration on August 30, 2019. The Rights Plan exempts any person or group currently owning 12.5% or more of the Company’s outstanding Common Stock. However, the Rights will be exercisable if a person or group that already owns 12.5% or more of the Company’s outstanding Common Stock acquires any additional shares after the time of announcement of the Rights Plan.
The Rights Plan does not prevent any action that the Board determines to be in the best interest of the Company and its shareholders, and is structured such that it will not be triggered by the definitive merger agreement to combine the Company with Entegris, Inc., announced on January 28, 2019.
Lazard is serving as exclusive financial advisor to Versum Materials and Simpson Thacher & Bartlett LLP is serving as legal counsel.
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 visithttp://www.versummaterials.com.