Exhibit 99.1
Entegris, Inc.
129 Concord Road
Billerica, MA 01821
Via Email
Versum Materials, Inc.
8555 South River Parkway
Tempe, Arizona 85284
| Attention: | Guillermo Novo | |
| President and Chief Executive Officer, |
March 27, 2019
Ladies and Gentlemen:
Reference is made to the notice dated February 27, 2019 provided by Versum Materials, Inc. (“Versum”) to Entegris, Inc. (“Entegris”) regarding the receipt of an Acquisition Proposal from Merck KGaA, Darmstadt, Germany (the “Merck Proposal”). Terms used herein but not defined have the meaning set forth in the Agreement and Plan of Merger, dated January 27, 2019, by and between Versum and Entegris (the “Merger Agreement”).
Effective upon Versum’s countersignature of this letter, Entegris hereby notifies Versum that, in response to Versum’s request, Entegris agrees that, with respect to the Merck Proposal, Versum may take the actions described insub-clause (ii) of Section 7.2(b) of the Merger Agreement for a 10 day period commencing on the date hereof without making the Versum Board determination otherwise required for such action by the last clause of Section 7.2(b).
By its countersignature hereto, Versum acknowledges and agrees that the foregoing agreement and waiver is limited solely to the actions set forth above for the time period set forth above, and shall in no manner affect any of its other obligations under the Merger Agreement, which shall remain in full force and effect, unaffected by the terms of this letter.
[Signature Page Follows]
March 27, 2019
Page 2
| Sincerely, | ||||
/s/ Greg Graves | ||||
| Name: Greg Graves | ||||
| Title: Chief Financial Officer | ||||
cc: | Versum Materials, Inc. | |||||
| | 8555 South River Parkway Tempe, AZ 85284 Attention: Michael W. Valente Telephone: (480)482-4302 E-mail: michael.valente@VersumMaterials.com | |||||
| | Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 | |||||
| Attention: | Mario A. Ponce | |||||
Jakob Rendtorff | ||||||
| Telephone: +1 (212)455-2000 | ||||||
| E-mail: | mponce@stblaw.com | |||||
jrendtorff@stblaw.com | ||||||
| | Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 | |||||
| Attention: | Mark Gordon | |||||
Alison Z. Preiss | ||||||
| Telephone : +1 (212)403-1000 | ||||||
| E-mail: | mgordon@wlrk.com | |||||
azpreiss@wlrk.com | ||||||
[Counter-Signature Page Follows]
| Accepted and Agreed as of the date first written above: | ||
| VERSUM MATERIALS, INC. | ||
| By: | /s/ Michael W. Valente | |
| Name: | Michael W. Valente | |
| Title: | Senior Vice President, General Counsel | |
