Merck has won the takeover battle of electronic materials company Versum Materials, Inc. with a reported $6.4bn offer.
Germany-based Merck’s offer scuppers a deal agreed earlier this year between US-based companies Versum and Entegris.
Versum Materials, a specialty materials company providing high-purity chemicals and gases, has confirmed it has received a revised proposal from Germany-based Merck KGaA to acquire Versum for $53 per share, and that Versum’s Board of Directors, in consultation with its legal and financial advisors, has unanimously determined that this proposal constitutes a “Superior Proposal” as defined in Versum’s previously announced merger agreement with Entegris, Inc.
It was reported in January that Versum Materials had agreed to combine with chemicals group Entegris in a $9bn merger of equals to create a “premier specialty materials company” for the semiconductor and other high-tech industries.
But on April 7, 2019, Versum notified Entegris that Versum had received the revised proposal from Merck. Under the terms of Merck’s revised proposal, Merck would acquire all of the outstanding shares of common stock of Versum for $53 per share in cash, an increase from the previously announced $48 per share proposal made by Merck on February 27, 2019.
Versum’s Board of Directors has stated its intention to terminate the Entegris merger agreement and enter into a definitive merger agreement with Merck. Entegris will be entitled to a $140m termination fee.
“If Versum terminates the Entegris merger agreement to enter into a definitive agreement with respect to Merck’s revised proposal, Versum is required to pay a $140m termination fee to Entegris,” Versum said in a press release.
Entegris, which is headquartered in Massachusetts, said in a statement it does not currently intend to revise the terms of the Entegris-Versum merger of equals.
Versum, which reported fiscal year 2018 annual sales of about $1.4bn, is headquartered in Tempe, Arizona, and operates 14 major facilities in Asia and the North America. It had previously operated for more than three decades as a division of Air Products and Chemicals, Inc. before Air Products completed the separation of its Electronics Materials Division through the spin-off of Versum Materials, Inc. in 2016.