Versum Shareholders Approve Merck Deal
A special meeting of Versum’s shareholders has approved the takeover of the company by Merck KGaA. The approval ratifies an Apr. 12 agreement that sees the German chemicals and pharmaceuticals producer paying $53 per share for the 2016 spin-off of US industrial gases producer Air Products & Chemicals.
The transaction is expected to close in the second half of this year, subject to regulatory and other clearances. The applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired, and the transaction has meanwhile been cleared by antitrust authorities in Germany, Austria and Serbia.
Versum produces high-purity process chemicals, gases and equipment for semiconductor manufacturing. Merck said the acquisition will benefit its Performance Materials business sector and in terms of volume support the rebalancing of the company’s three-pillar portfolio of Healthcare, Life Science and Performance Materials.
To strengthen the third pillar, the German company launched a $48 per share hostile bid for Versum in February of this year. In early April, the electronics industry supplier’s board recognized the sweetened offer as “Superior Proposal” as defined in its January 2019 merger agreement with compatriot Entegris.
Terminating the agreement with Entegris required Versum to pay a break-up fee of $140 million.
This week, Merck placed a €1.5 billion hybrid bond as part of a financing package for the Versum buy. It said the transaction in tranches of €1 billion and €500 million was “significantly oversubscribed” and generated “strong international demand,” with the majority being placed in France, the UK and Germany.
Both of the two tranches have a maturity of 60 years. The €500 million tranche pays a coupon of 1.625% and includes an early redemption option for Merck after 5.5 years. The €1 billion pays a coupon of 2.875 %, including an early redemption option after 10 years.
