Merck Goes Hostile in Versum Takeover Battle

Versum shareholders are scheduled to vote next month on a merger with Entegris that is valued at less than Merck's $5.9 billion proposal.
Matthew HellerMarch 27, 2019
Merck Goes Hostile in Versum Takeover Battle

A takeover battle over Versum Materials intensified as German pharma group Merck KGaA launched a hostile $5.9 billion offer for the U.S. specialty chemicals maker.

Versum had rejected Merck’s unsolicited $48-per-share offer on March 1, saying it was committed to a merger with U.S. rival Entegris, which had offered $39.20 worth of Entegris stock for each Versum share.

“The Versum board’s hasty rejection of our proposal and unwillingness to engage in discussions with us has forced us to take this proposal directly to shareholders,” Merck said in a letter to Versum shareholders. “Tell the Versum board to start doing its job and put your interests first.”

Versum shareholders are scheduled to vote on the Entegris deal on April 26. “Versum believes its shareholders will do better over time owning the combined Versum-Entegris than by taking a one-time cash payment from [Merck],” Barron’s said.

The former specialty chemicals division of industrial gases group Air Products supplies critical components used in semiconductors and counts Intel and Samsung among its largest customers.

As The Financial Times reports, the bidding war over Versum “underscores the intense interest chipmakers and their suppliers have in gaining market share ahead of the move to 5G wireless technology that is expected to connect a wave of new devices to the internet.”

Merck is building a high-tech chemicals division called Performance Materials to cater to the electronics industry. Its offer for Versum represents a 52% premium to Versum’s stock price on Jan. 25, the day before the chemicals firm agreed to sell itself to Entegris.

In trading Tuesday, Versum shares rose 0.5% to $49.93.

“The ball is now in the Entegris court to either increase its offer or to go away,” a Versum shareholder told Reuters.

Versum said its board was reviewing Merck’s offer and would inform its shareholders about the board’s formal position within 10 business days. The company has a poison pill defense that gives shareholders the right to purchase stock at a substantial discount if a third party acquires more than 12.5% of the outstanding shares.

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