Merck Files Preliminary Proxy Statement Urging Versum Shareholders to Vote Against Entegris Acquisition
- Merck is convinced that the proposed Entegris acquisition is not the best option available for Versum shareholders
- Merck’s all-cash $48 per share proposal clearly superior to Entegris acquisition
Merck, a leading science and technology company, today filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC), urging all Versum shareholders to vote “Against” the Entegris acquisition and related proposals at the Versum special meeting of shareholders. Merck is convinced that the proposed Entegris transaction is not the best option available to the Versum shareholders, and that its proposal – $48 per share, all cash – is superior to the Entegris acquisition.
In addition to the immediate certainty of cash, Merck’s proposal represents a premium of 51.7% to the undisturbed trading price per Versum share on the trading day prior to the announcement of the proposed Entegris transaction (January 25, 2019), and a premium of 15.9% to the value per Versum share at the time of the proposal (February 27, 2019). Furthermore, the market reaction following the announcement of Merck’s proposal clearly indicates that the investment community views it as superior.
In the preliminary proxy statement, Merck noted that a vote against the proposed Entegris transaction will send a clear message to Versum’s Board that a transaction with Entegris for a lower premium than that reflected in Merck’s proposal is not the desired outcome. Accordingly, the Versum Board should engage in good faith with Merck to share confidential data, negotiate and determine that it is prepared to execute a definitive agreement.
About Merck
Merck KGaA (“Merck Group”), a leading science and technology company, operates across healthcare, life science and performance materials. Around 52,000 employees work to make a positive difference to millions of people’s lives every day by creating more joyful and sustainable ways to live. From advancing gene editing technologies and discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices - Merck is everywhere. In 2018, Merck generated sales of € 14.8 billion in 66 countries.
Scientific exploration and responsible entrepreneurship have been key to Merck’s technological and scientific advances. This is how Merck has thrived since its founding in 1668. The founding family remains the majority owner of the publicly listed company. Merck holds the global rights to the Merck name and brand. The only exceptions are the United States and Canada, where the business sectors operate as EMD Serono in healthcare, MilliporeSigma in life science, and EMD Performance Materials.