Versum Recognizes Merck Bid as “Superior”
Unless something highly unexpected happens, it looks as if Germany’s Merck KGaA has clinched the prize it was seeking, the takeover of US electronics industry supplier Versum Materials, without a protracted struggle.
The board of Versum, the 2016 spin-off of US industrial gases producer Air Products & Chemicals, acknowledged on Apr.8 that it considered Merck’s sweetened cash offer of $53 per share – up from the $48 offered in late February – to be a “Superior Proposal” as defined in the US company’s January 2019 merger agreement with compatriot Entegris.
Merck’s latest proposal values Versum at $6.4 billion – up from the previously calculated $5.9 billion. The German group has also agreed to assume the company’s net debt, which according to reports could be as much as $700 million.
Citing “filings,” Reuters news agency said Merck CEO Stefan Oschmann agreed to raise the ante – as analysts had advised – after a meeting with Versum chairman Seifi Ghasemi.
Entegris has the right, during the four business day period ending on Apr. 11, to propose revisions to the existing merger agreement with Versum. The Massachussets-based company has made it known, however, that it has no plans to increase its initial bid of $42.43 per share.
For terminating the January agreement, Versum will be required to pay Entegris a break-up fee of $140 million.
The hostile bid launched by family-owned Merck on Feb. 27 took the market and the Versum board by surprise and was initially rejected by the board. Merck subsequently turned up the heat and took its fight directly to shareholders.
To finance the takeover, the Darmstadt chemicals and pharmaceuticals producer has entered into a facilities agreement with Bank of America Merrill Lynch, BNP Paribas Fortis and Deutsche Bank, which it said provides it with “fully committed financing.”
Headquartered at Tempe, Arizona, Versum Materials employs around 2,300 people at 14 facilities in Asia and North America and reported sales of around $1.4 billion in 2018. Its portfolio includes high-purity chemicals and gases, delivery systems, services and technology for the global semiconductor and display industries.
Merck,which claims global leadership in production of liquid crystals for displays, plans to integrate the business into its Performance Materials division, which includes materials for the semiconductor industry, along with other products.