Entegris, Inc. (NasdaqGS:ENTG) signed an agreement to acquire Versum Materials, Inc. (NYSE:VSM) for $4.1 billion in a merger of equals transaction on January 27, 2019. Under the terms of the agreement, Versum Materials' stockholders will receive 1.12 shares of Entegris for each existing Versum Materials' share. Additionally, each outstanding Versum stock option will convert into a stock option relating to shares of Entegris common stock and each outstanding Versum restricted stock unit will convert into a time-vesting Entegris restricted stock unit, each outstanding Versum performance stock unit award will convert into a time-vesting Entegris restricted stock unit award as per the same terms of the agreement. Upon completion of the merger, Entegris' stockholders will own 52.5% and Versum Materials' stockholders will own 47.5% of the combined company on a fully diluted basis including exercisable options only. The shares of Entegris common stock to be issued in the merger will be listed on the NASDAQ or the New York Stock Exchange. Entegris also entered into a commitment letter, on January 27, 2019, with Morgan Stanley Senior Funding, Inc. (MS), pursuant to which MS committed to provide a $987 million incremental term loan to be used to refinance indebtedness of Versum in certain circumstances in connection with the merger. Post-closing, Versum will merge with and into Entegris and the combined company will retain the Entegris name. On February 27, 2019, Merck KGaA made a competing bid for Versum. In case of termination of the transaction, Entegris would be required to pay Versum a termination fee of $155 million otherwise Versum would be required to pay Entegris a termination fee of $140 million.

Guillermo Novo will remain Chief Executive Officer of Versum until the transaction closes, and then he will step down. Upon closing of the transaction, Entegris' Chief Executive Officer, Bertrand Loy, will serve as Chief Executive Officer, Entegris' Chief Financial Officer, Greg Graves, will serve as Chief Financial Officer, 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 Bertrand Loy. Versum Materials Inc. will move its global headquarters out of Tempe and the combined company will be headquartered in Billerica, Massachusetts.

The transaction is subject to the satisfaction of customary closing conditions, including receipt of U.S. and international regulatory approvals, the expiration or termination of any applicable waiting period, and the receipt of approvals, under U.S. and certain foreign antitrust and competition laws, the effectiveness of the registration statement, the authorization for listing of Entegris common stock to be issued on the NASDAQ or the New York Stock Exchange and approval by the stockholders of Entegris and Versum Materials. The transaction was unanimously approved by the Boards of Directors of Entegris and Versum Materials. On February 8, 2019, Entegris entered into a first amendment agreement with Goldman Sachs Bank USA. Pursuant to the first amendment, Entegris terminated its $987 million incremental term loan commitment from Morgan Stanley Senior Funding. On March 8, 2019, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended occurred. On March 21, 2019 Versum Materials announces Special Meeting of Versum Materials stockholders to be held on April 26, 2019 to consider the merger. As of April 2, 2019, Versum Materials urged shareholders to vote for the merger deal with Entegris. On April 7, 2019, Versum notified Entegris that Versum had received the revised proposal from Merck, and that Versum's Board of Directors has unanimously determined that Merck's proposal constitutes a “Superior Proposal,” and that Versum's Board of Directors intends to terminate the Entegris merger agreement to enter into a definitive merger agreement with respect to Merck's proposal. Entegris has the right to submit counter proposal until April 11, 2019. As of April 8, 2019, Entegris issued statement that it has considered its options and does not currently intend to propose to revise the terms of the Entegris-Versum merger of equals transaction. The transaction is expected to close in the second half of 2019.

Morgan Stanley & Co. LLC acted as financial advisor and Mark Gordon, Alison Z. Preiss, Amanda S. Blackett, Alon B. Harish, Haley Ahn, Joseph D. Larson, Katharine R. Haigh, Adam J. Shapiro, Katherine A. O'Neill, Selwyn B. Goldberg, Eric M. Rosof, Margaret M. Guidotti, Jodi J. Schwartz and Liam N. Murphy of Wachtell, Lipton, Rosen & Katz acted as legal counsels to Entegris. Richard Whitney and Atish Basu of Lazard Frères & Co. LLC acted as financial advisors and Mario A. Ponce, Jakob Rendtorff, Mike Ratay, Roxane Reardon, Andrew Blau, Caitlin Lucey, Aria Mahboubi, Bill Sheehan, Cristina Gonzalez, Sunny Cheong, Andrew Mandelbaum, Marcy Geller, Drew Purcell, Karen Hsu Kelley, Brad Goldberg, Janice Brunner, Joia Lee, Lori Lesser, Genevieve Dorment, Melanie Jolson, Adeeb Fadil and Timothy Mulvihill of Simpson Thacher & Bartlett LLP acted as legal counsels to Versum Materials. Steven Sunshine, Andrew Foster and Steven Albertson of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors to Versum Materials, Inc. Tatiana Lapushchik, Kelly M. Smercina and Robin M. Gimm of Cravath Swaine & Moore acted as legal advisors to Morgan Stanley. Joseph E. Levi of Levi & Korsinsky, LLP acted as fairness opinion provider in the transaction. David A. Kurzweil and Kirkie Maswoswe of Latham & Watkins acted as legal advisors to Lazard, financial advisor of Versum Materials. MacKenzie Partners, Inc. acted as the proxy solicitor for Entegris and will receive a fee of $25,000, plus reimbursement of reasonable expenses for its services. Innisfree M&A Inc. acted as the proxy solicitor for Versum Materials and will receive a fee of $0.75 million. Citigroup Inc. (NYSE:C) acted as the financial advisor to Versum Materials, Inc. Entegris has agreed to pay Morgan Stanley a fee of approximately $25 million for its services, $20 million of which is contingent upon the closing of the merger and $5 million of which was paid upon the delivery by Morgan Stanley of the financial opinion. Versum agreed to pay Lazard an aggregate fee of $20 million, $2 million of which was paid upon the rendering of Lazard's opinion, and the remainder of which is contingent upon the consummation of the merger. EQ Shareowner Services acted as the transfer agent to Entegris, while Broadridge Corporate Issuer Solutions, Inc. acted as the transfer agent to Versum.

Entegris, Inc. (NasdaqGS:ENTG) cancelled the acquisition of Versum Materials, Inc. (NYSE:VSM) in a merger of equals transaction on April 12, 2019. The deal was terminated as Versum Materials entered into a definitive agreement to be acquired by MERCK Kommanditgesellschaft auf Aktien and the Board of Versum Materials approved the merger with MERCK Kommanditgesellschaft auf Aktien. Entegris received a $140 million termination fee from Versum Materials.