8-KMaterial AgreementsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Jan 29, 2019)

Filed January 29, 2019For Securities:ENTG

Summary

Entegris, Inc. has announced a significant strategic move through an Agreement and Plan of Merger with Versum Materials, Inc., filed on January 29, 2019. This 8-K filing details the proposed merger where Versum will merge into Entegris, with Entegris surviving. Upon completion, Versum shareholders will receive 1.120 shares of Entegris common stock for each share of Versum they own, plus cash for fractional shares. This transaction is expected to create a combined entity where Entegris shareholders will hold approximately 52.5% and Versum shareholders will hold approximately 47.5% of the outstanding shares on a fully diluted basis. The merger agreement outlines specific terms for the treatment of equity awards, post-closing governance, and essential conditions for completion. Key governance changes include a nine-member board with a balanced representation from both companies, Bertrand Loy continuing as CEO of the combined entity, and the Chairman of Versum's board appointed as Chairman of the combined company's board. This merger represents a material development for both companies, aimed at enhancing their market position in the semiconductor materials industry.

Key Highlights

  • 1Entegris, Inc. has entered into a definitive Agreement and Plan of Merger with Versum Materials, Inc.
  • 2The transaction is structured as a merger of Versum into Entegris, with Entegris as the surviving corporation.
  • 3Versum shareholders will receive 1.120 shares of Entegris common stock per share of Versum common stock, plus cash for fractional shares.
  • 4The combined company's ownership will be approximately 52.5% Entegris shareholders and 47.5% Versum shareholders on a fully diluted basis.
  • 5Post-merger governance includes a nine-member board with balanced representation and Bertrand Loy remaining as CEO.
  • 6The merger is subject to customary closing conditions, including shareholder approvals, regulatory clearances, and effectiveness of an S-4 registration statement.
  • 7Entegris has secured a commitment for a $987 million incremental term loan facility to refinance certain Versum indebtedness.

Frequently Asked Questions

The merger will result in Entegris shareholders owning approximately 52.5% of the combined company on a fully diluted basis. While this filing doesn't detail specific financial projections, the exchange ratio of 1.120 shares of Entegris common stock for each Versum share is a key component of the transaction's valuation. Investors should consult the upcoming Form S-4 filing for more detailed financial information and pro forma statements.

Completion of the merger is contingent upon several customary conditions, including the approval of the merger agreement by the shareholders of both Entegris and Versum, expiration or termination of antitrust waiting periods, receipt of necessary governmental approvals, the effectiveness of Entegris's Form S-4 registration statement, authorization for listing of Entegris's common stock on a major exchange, and receipt of tax opinions confirming the merger's qualification as a reorganization. Both parties must also ensure their representations and warranties are true and covenants are performed.

All outstanding Versum stock options, restricted stock units (RSUs), and performance stock units (PSUs) will be converted into equivalent awards for Entegris common stock. The terms will be as set forth in the merger agreement. For PSUs, performance will be measured based on actual performance through the effective time of the merger, and they will convert into time-vesting Entegris RSUs.

Under specified circumstances, Entegris may be required to pay Versum a termination fee of $155 million. Conversely, Versum may be required to pay Entegris a termination fee of $140 million. These fees are applicable if the agreement is terminated, for example, due to a change in board recommendation or if one party enters into an agreement for a superior proposal. In cases where shareholder approval fails, a party might be required to reimburse transaction expenses up to $35 million.