Merck KGaA Seals Versum Deal
Merck KGaA has signed a definitive agreement to acquire Versum Materials for $53 per share in cash after the plans received the green light from the German group’s executive board and the US company’s board of directors.
Earlier, the two sides unofficially sealed the deal after Merck raised its offer from $48 to $53 per share, and Versum declared the offer to be a “Superior Proposal.” The Arizona firm meanwhile has terminated its agreement with Entegris.
The acquisition, which is being financed with cash on hand and debt through a facilities agreement with Bank of America Merrill Lynch, BNP Paribas Fortis and Deutsche Bank, is expected to close in the second half of 2019, subject to the approval of Versum stockholders and regulatory clearance.
Merck said the agreed purchase price reflects an enterprise value (EV) for Versum of around €5.8 billion ($6.56 billion), which implies an EV/2019 EBITDA multiple of approximately 13.7x based upon consensus estimates and a pro-forma multiple of 11.6x including €75 million of identified annual run-rate cost synergies.
The applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has already expired.
The Darmstadt group, which made a hostile bid for the 2016 Air Products spinoff in late February, said the business combination rebalances and diversifies its three-pillar platform of healthcare, life sciences (laboratory products) and materials. In the latter field, the asset merger is expected to create a leading electronic materials player focused on the semiconductor and display industries.
With the Versum purchase completed, Merck said it will benefit from increased scale, product portfolio, innovation and services depth as well as strengthening its global supply chain in performance materials.
Under the agreement, Versum’s headquarters at Tempe, Arizona, will be retained and will become the major hub for the German group’s enhanced electronic materials business in the US.
Merck already has a solid strong footprint in the US.
Over the past decade, the group said it has invested some $24 billion in the country through acquisitions alone, including the takeover of Millipore in 2010 and Sigma-Aldrich in 2015.
A leading global supplier of high-purity process chemicals, gases and equipment for semiconductor manufacturing with $1.4 billion in 2018, Versum employs 2,300 people at 15 manufacturing and seven R&D facilities in Asia and North America. With 51,000 employees worldwide, Merck posted revenues of €14.8 billion last year.