Merck KGaA, Darmstadt, Germany, commenced a cash tender offer to acquire all outstanding shares of Versum Materials, Inc. 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 US 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. It reflects an enterprise value (EV) for Versum of approximately $6 billion and an EV/FY18 EBITDA multiple of approximately 13.3x. 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.
 
Merck KGaA, Darmstadt, Germany, urges all Versum shareholders to vote the GREEN proxy card, against the inferior Entegris acquisition.