Exhibit 99.1
Versum Materials’ Board of Directors to Review Unsolicited Tender Offer from Merck KGaA
Shareholders Advised to Not Take Action Pending Review
TEMPE, Ariz. – March 26, 2019 – Versum Materials, Inc. (NYSE: VSM) today confirmed that Merck KGaA (“Merck”) has commenced an unsolicited tender offer to acquire all outstanding shares of Versum for $48 per share in cash. The Merck tender offer is at the same price per share as the proposal made by Merck on February 27, 2019, which the Versum Board of Directors unanimously rejected on March 1, 2019.
Consistent with its fiduciary duties and applicable law, and in consultation with its financial and legal advisors, the Versum Board of Directors will carefully review Merck’s offer to determine the course of action that it believes is in the best interest of Versum and its stockholders. Versum stockholders are urged to take no action with respect to the Merck tender offer at this time pending the Board’s review of the offer.
Versum intends to advise its stockholders of the formal position of the Versum Board of Directors regarding the Merck tender offer within ten business days (no later than April 9, 2019) by making available to Versum stockholders and filing with the Securities and Exchange Commission a solicitation/recommendation statement onSchedule 14D-9. Applicable securities laws prevent Versum from making any further comments with respect to Merck’s tender offer or the terms thereof until after theSchedule 14D-9 is filed.
The Versum Board of Directors has not changed its recommendation in support of the pendingall-stock merger of equals with Entegris, Inc.
Lazard and Citi are serving as financial advisors to Versum 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.
Additional Information About the Merck Tender Offer
Versum Materials, Inc. (“Versum Materials”) intends to file a solicitation/recommendation statement with respect to the tender offer with the SEC within 10 business days of the commencement of the tender offer.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE TENDER OFFER AND OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. You will be able to obtain free copies of the solicitation/recommendation statement with respect to the tender offer and other documents filed with the Securities and Exchange Commission (“SEC”) by Versum Materials through the website maintained by the SEC at http://www.sec.gov. 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 at484-275-5907.