03.13.19
Merck KGaA, Darmstadt, Germany filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC), urging all Versum shareholders to vote “against” the Entegris acquisition and related proposals at the Versum special meeting of shareholders.
In addition to the immediate certainty of cash, Merck KGaA’s proposal represents a premium of 51.7% to the undisturbed trading price per Versum share on the trading day prior to the announcement of the proposed Entegris transaction (Jan. 25, 2019), and a premium of 15.9% to the value per Versum share at the time of the proposal (Feb. 27, 2019).
In the preliminary proxy statement, Merck KGaA noted that a vote against the proposed Entegris transaction will send a clear message to Versum’s Board that a transaction with Entegris for a lower premium than that reflected in Merck KGaA’s proposal is not the desired outcome.
Merck KGaA believes that the proposed Entegris transaction is not the best option available to the Versum shareholders and that its proposal – $48 per share, all cash – is superior to the Entegris acquisition.
In addition to the immediate certainty of cash, Merck KGaA’s proposal represents a premium of 51.7% to the undisturbed trading price per Versum share on the trading day prior to the announcement of the proposed Entegris transaction (Jan. 25, 2019), and a premium of 15.9% to the value per Versum share at the time of the proposal (Feb. 27, 2019).
Furthermore, the market reaction following the announcement of Merck KGaA’s proposal clearly indicates that the investment community views it as superior.
In the preliminary proxy statement, Merck KGaA noted that a vote against the proposed Entegris transaction will send a clear message to Versum’s Board that a transaction with Entegris for a lower premium than that reflected in Merck KGaA’s proposal is not the desired outcome.
