Versum Materials, Inc. (NYSE:VSM), a leading global specialty materials
supplier to the semiconductor industry, today announced that its Board
of Directors has declared a quarterly cash dividend of $0.08 per share.
The dividend is payable on May 28, 2019 to all common stockholders of
record at the close of business on May 14, 2019.
The declaration and payment of any future dividends will be at the
discretion of the Board of Directors.
Versum Materials also announced that it has set May 13, 2019 as the
record date for a special meeting of its stockholders to consider and
vote on various proposals necessary to approve the previously announced
definitive agreement with Merck KGaA, Darmstadt, Germany to acquire
Versum Materials. The date and time for the special meeting has not been
set. Versum Materials’ stockholders of record as of the close of
business on May 13, 2019 will be entitled to notice of, and to vote at,
the special meeting.
The transaction is expected to close in the second half of 2019, subject
to the approval of stockholders at the special meeting, regulatory
clearances and the satisfaction of other customary closing conditions.
About Versum Materials
Versum Materials, Inc. (NYSE: VSM) is a leading global specialty
materials company providing high-purity chemicals and gases, delivery
systems, services and materials expertise to meet the evolving needs of
the global semiconductor and display industries. Derived from the Latin
word for “toward,” the name “Versum” communicates the company’s deep
commitment to helping customers move toward the future by collaborating,
innovating and creating cutting-edge solutions.
A global leader in technology, quality, safety and reliability, Versum
Materials is one of the world’s leading suppliers of next-generation CMP
slurries, ultra-thin dielectric and metal film precursors, formulated
cleans and etching products, and delivery equipment that has
revolutionized the semiconductor industry. Versum Materials reported
fiscal year 2018 annual sales of about U.S. $1.4 billion, has
approximately 2,300 employees and operates 14 major facilities in Asia
and the North America. It is headquartered in Tempe, Arizona. Versum
Materials had operated for more than three decades as a division of Air
Products and Chemicals, Inc. (NYSE:APD).
For additional information, please visit http://www.versummaterials.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements based on
current assumptions and forecasts made by Versum Materials, Inc.
(“Versum”) management. Various known and unknown risks, uncertainties
and other factors could lead to material differences between the actual
future results, financial situation, development or performance of the
company and the estimates given here. These factors include the
following: Merck KGaA, Darmstadt, Germany’s ability to successfully
complete the proposed acquisition of Versum or realize the anticipated
benefits of the proposed transaction in the expected time-frames or at
all; Merck KGaA, Darmstadt, Germany’s ability to successfully integrate
Versum’s operations into those of Merck KGaA, Darmstadt, Germany; such
integration may be more difficult, time-consuming or costly than
expected; the failure to obtain Versum’s stockholders’ approval of the
proposed transaction; the failure of any of the conditions to the
proposed transaction to be satisfied; revenues following the proposed
transaction may be lower than expected; operating costs, customer loss
and business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the proposed
transaction; the retention of certain key employees at Versum; risks
associated with the disruption of management’s attention from ongoing
business operations due to the proposed transaction; the outcome of any
legal proceedings related to the proposed transaction; the impact of the
proposed transaction on Versum’s credit rating; the parties’ ability to
meet expectations regarding the timing and completion of the proposed
transaction; delays in obtaining any approvals required for the proposed
transaction or an inability to obtain them on the terms proposed or on
the anticipated schedule; the impact of indebtedness incurred by Merck
KGaA, Darmstadt, Germany, in connection with the proposed transaction;
the effects of the business combination of Versum and Merck KGaA,
Darmstadt, Germany, including the combined company’s future financial
condition, operating results, strategy and plans; and other factors
discussed in Merck KGaA, Darmstadt, Germany’s public reports which are
available on the Merck KGaA, Darmstadt, Germany website at www.emdgroup.com
or in Versum’s Annual Report on Form 10-K filed with the U.S. Securities
and Exchange Commission (the “SEC”) for the fiscal year ended on
September 30, 2018 and Versum’s other filings with the SEC, which are
available at http://www.sec.gov
and Versum’s website at www.versummaterials.com.
Except as otherwise required by law, Versum assumes no liability
whatsoever to update these forward-looking statements or to conform them
to future events or developments. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only as of
the date hereof.
Additional Important Information and Where to Find It
This communication relates to the proposed merger transaction involving
Versum and Merck KGaA, Darmstadt, Germany. In connection with the
proposed merger, Versum and Merck KGaA, Darmstadt, Germany intend to
file relevant materials with the SEC, including Versum’s proxy statement
on Schedule 14A (the “Proxy Statement”). This communication does not
constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, and is not a
substitute for the Proxy Statement or any other document that Versum or
Merck KGaA, Darmstadt, Germany, may file with the SEC or send to
Versum’s stockholders in connection with the proposed merger.
STOCKHOLDERS OF VERSUM ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC’s web site, http://www.sec.gov,
or Versum’s website at http://investors.versummaterials.com
or by phone at 484-275-5907.
Participants in Solicitation
Versum, Merck KGaA, Darmstadt, Germany and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the holders of Versum common stock in
respect of the proposed transaction. Information about the directors and
executive officers of Versum is set forth in Versum’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2018, which was filed
with the SEC on November 21, 2018, and the proxy statement for Versum’s
2019 annual meeting of stockholders, which was filed with the SEC on
December 20, 2018. Information about the directors and executive
officers of Merck KGaA, Darmstadt, Germany is set forth on Schedule I of
the Schedule 14A filed by Merck KGaA, Darmstadt, Germany with the SEC on
March 22, 2019. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
Proxy Statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available.
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