BERLIN (dpa-AFX) - Merck KGaA (MKGAY.PK) said that it commenced a cash Tender Offer to acquire all outstanding shares of Versum Materials Inc. (VSM) for $48 per share, without interest and less any withholding taxes.
In addition, Merck KGaA 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 KGaA said,'We are firmly committed to completing the acquisition of Versum and the Tender Offer is an unambiguous step toward that objective.'
Merck KGaA'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. 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 KGaA 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 KGaA urged all Versum shareholders to vote the GREEN proxy card, against the inferior Entegris acquisition.
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