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Merck goes hostile with $5.9 billion takeover offer for Versum

Christian Fernsby ▼ | March 26, 2019
Merck commenced a cash Tender Offer to acquire all outstanding shares of Versum Materials for $48 per share, without interest and less any withholding taxes.
Acquisition   Merck’s Tender Offer price represents a 51.7% premium
In addition, Merck announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with its solicitation against the Entegris acquisition of Versum and that it has commenced mailing its definitive proxy materials, including a GREEN proxy card.

In a second letter to Versum shareholders, Merck said: “We are firmly committed to completing the acquisition of Versum and the Tender Offer is an unambiguous step toward that objective.”

Merck’s Tender Offer price represents a 51.7% premium over Versum’s last undisturbed trading price on the day prior to the Entegris acquisition announcement and a premium of 23.6% to the value of the Entegris merger consideration on March 25, 2019, the day prior to the launch of the Tender Offer.

It reflects an enterprise value (EV) for Versum of approximately $5.9 billion and an EV/FY18 EBITDA multiple of approximately 13.3x.

The offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York City time, on June 7, 2019, unless the offer is extended.

In connection with the Tender Offer, Merck has entered into a Facilities Agreement with Bank of America Merrill Lynch, BNP Paribas Fortis and Deutsche Bank AG, providing it with fully committed financing to consummate the Tender Offer or otherwise complete its acquisition of Versum.

Merck urges all Versum shareholders to vote the GREEN proxy card, against the inferior Entegris acquisition, as mailed to shareholders on or about March 25 in Merck’s definitive proxy materials.