Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Versum Materials stockholders will receive 1.120 shares of Entegris for each existing Versum Materials share. Upon completion of the merger, Entegris stockholders will own 52.5% and Versum Materials stockholders will own 47.5% of the combined company.
The combined company will have a pro forma enterprise value of approximately $9 billion, based on the closing prices of Entegris and Versum Materials on Jan. 25, 2019, and approximately $3 billion in revenue and approximately $1 billion in adjusted EBITDA on a pro forma basis for the calendar year 2018.
The combined company will retain the Entegris name and will be headquartered in Billerica, MA, and will maintain a strong operational presence in Tempe, AZ.
Upon closing of the transaction, Entegris CEO Bertrand Loy will serve as CEO, Entegris CFO Greg Graves will serve as CFO, and Versum Materials general counsel Michael Valente will serve as general counsel of the combined company.
The combined company’s Board of Directors will have nine members, consisting of four directors from the existing Versum Materials board, including Seifi Ghasemi, chairman of the Versum Materials board, who will serve as chairman of the board of the combined company, and five directors from the existing Entegris board, including Loy.
“The combined company will be ideally positioned to more effectively help our customers achieve higher yields and new levels of performance and reliability, and together, we will be well positioned to take advantage of long-term secular semiconductor growth and to tackle new industry process challenges,” Loy said.
“We could not ask for a better partner in Entegris,” Novo said. “This merger will create greater benefits and growth opportunities than either company could have achieved on its own. It dramatically accelerates our goal of portfolio diversification – creating an end-to-end materials solutions provider across the entire semiconductor manufacturing process. With enhanced global scale and world-class technical expertise, we’ll be poised to drive further innovation and support investments across our technology, infrastructure, and additional capabilities – enabling us both to better serve our customers and provide expanded opportunities for our employees.”
The transaction is expected to close in the second half of 2019, subject to the satisfaction of customary closing conditions, including receipt of US and international regulatory approvals, and approval by the stockholders of each company.