Merck KGaA: Merck Proposes to Acquire Versum for USD 48 per Share and to Create a Leading Electronic Materials Player

Today, Merck has proposed to the board of directors of Versum Materials, Inc. (Versum) (ISIN: US92532W1036) that Merck should acquire all of the issued and outstanding common shares of Versum for USD 48 per share or an enterprise value of USD 5.9 billion in an all-cash transaction. Versum is a Delaware corporation based in Tempe, Arizona, United States of America.
 
This offer represents a substantial premium to the last undisturbed share price before the Versum/Entegris merger announcement of 51.7% and a 15.9% premium to Versum's closing price on February 26, 2019.
 
Through the acquisition, Merck would further strengthen its position as a leading supplier for electronic materials.
 
Merck's Executive Board unanimously approved the proposal and is fully committed to pursuing the transaction. Merck is prepared to proceed immediately to due diligence and negotiations and to quickly agree to a merger agreement. The completion of the offer will be subject to customary closing conditions, including the receipt of necessary regulatory clearances. A Merck shareholder vote is not required.
 
This announcement is made in accordance with Article 17 of the EU Market Abuse Regulation.
 
Forward-Looking Statements
 
This communication may contain forward-looking statements based on current assumptions and forecasts made by Merck KGaA ("Merck Group") 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 those discussed in Merck Group's public reports which are available on the Merck Group website at www.Merckgroup.com. Merck Group assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
 
Additional Information
 
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Merck Group has made for a business combination transaction with Versum Materials, Inc. ("Versum"). In furtherance of this proposal and subject to future developments, Merck Group (and, if a negotiated transaction is agreed, Versum) intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the "Proxy Statement"). This communication is not a substitute for the Proxy Statement or any other document Merck Group, Versum or Entegris, Inc. may file with the SEC in connection with the proposed transaction. STOCKHOLDERS OF Versum ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive Proxy Statement will be delivered to the stockholders of Versum. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Merck Group through the website maintained by the SEC at http://www.sec.gov.
 
Participants in Solicitation
 
Merck Group and its 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 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.

Contact:
Dr. Thomas Moeller, Head of External Communications