| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the previously announced Agreement and Plan of Merger (the “Merger Agreement”) between Versum Materials, Inc. (the “Company”) and Entegris, Inc. (“Entegris”) under which the Company will merge with and into Entegris with Entegris as the surviving corporation (the “Merger”), the Company established a cash-based retention program for the benefit of the Company’s and its subsidiaries’ employees, including the Company’s executive officers. On March 15, 2019, the Compensation Committee of the Company’s Board of Directors approved a $3 million retention bonus for Guillermo Novo and a $1 million retention bonus for George G. Bitto. These retention bonuses are payable within 60 days following thesix-month anniversary of the effective time of the Merger, subject to the executive officer’s continued employment through such date, or, if earlier, within 60 days of a qualifying termination of employment, in each case, subject to the executive officer’s execution andnon-revocation of a general release of claims in favor of the Company and its affiliates. For purposes of the retention bonus agreements, a qualifying termination of employment means a termination of the executive officer’s employment by the Company without “cause” or by the executive officer for “good reason” (as such terms are defined in the retention bonus agreements) after the effective time of the Merger but prior to thesix-month anniversary thereof. If the effective time of the Merger does not occur on or before January 28, 2020 (or such later date as the Company may decide in its sole discretion), the retention bonus agreements will terminate.
This description of the retention bonuses is qualified in its entirety by reference to the actual terms of the retention bonus agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The information set forth above under Item 5.02 is hereby incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
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 Versum Materials, Inc.’s (“Versum Materials”) and Entegris, Inc.’s (“Entegris”) control. Statements in this communication regarding Versum Materials, Entegris 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 Versum Materials’ and Entegris’ 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 Versum Materials’ and Entegris’ 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 Versum Materials’ and Entegris’ 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 Versum Materials’ and Entegris’ international operations; (viii) Versum Materials’ and 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
