Entegris (Billerica, Massachusetts) and Versum Materials (Tempe, Arizona) announced on Monday that they have agreed to a merger of equals, creating a leading specialty materials supplier to the semiconductor industry with 2018 pro-forma sales of approximately $3 billion and adjusted EBITDA of $1 billion.
The combined company will have a pro-forma enterprise value of approximately $9 billion based on the closing prices of Entegris and Versum Materials on 25 January 2019, and is expected to generate more than $75 million of annual cost synergies within 12 months of the deal’s close. It will have a full suite of products for the semiconductor industry, including advanced materials, specialty gases, microcontamination control, advanced materials handling, and delivery systems and services. The combination will allow Entegris and Versum to address customers’ needs for new materials as device architectures become more complex, as well as capitalize on increasing demand for purity.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Versum Materials stockholders will receive 1.120 shares of Entegris for each existing Versum Materials share. Upon completion of the merger, Entegris stockholders will own 52.5% and Versum Materials stockholders will own 47.5% of the combined company.
The combined company will retain the Entegris name and be headquartered in Billerica, with a strong operational presence in Tempe. Upon closing of the transaction, Entegris CEO Bertrand Loy and CFO Greg Graves will serve as CEO and CFO of the combined company, respectively. 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.
Loy says the combined company will be able to more effectively help customers achieve higher yields and reliability as well as address new industry process challenges. Versum Materials president and CEO Guillermo Novo adds that the deal will create an “an end-to-end materials solutions provider across the entire semiconductor manufacturing process.”
The transaction is expected to close in the second half of 2019, subject to the satisfaction of customary closing conditions, including receipt of US and international regulatory approvals, and approval by the stockholders of each company.
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Entegris and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Lazard is serving as exclusive financial advisor to Versum Materials, and Simpson Thacher & Bartlett LLP is serving as legal counsel.
By Rebecca Coons
Source: Chemical Week
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