Merck offers to buy electronic materials maker Versum for $5.9 bn

German pharma giant Merck KGaA has offered to buy electronic materials maker Versum Materials for $5.9 billion, including debt, in a cash deal that tops an offer from US rival Entegris.

Merck said it planned to buy Versum for $48 per share - or $5.2 billion excluding debt – at a premium of 16 per cent to Tuesday’s closing price and a 52 per cent above the share price before Entegris’ offer.
Entegris announced a $4 billion all-stock deal in January, saying it wanted to create a big chemical supplier to the semiconductor market.
Versum said in a statement on Wednesday that it “continues to believe in the strategic and financial rationale of the proposed merger of equals with Entegris,” but its advisers will also thoroughly review the Merck proposal.
Entegris’ combination with Versum “is highly complementary and strategically compelling”, Entegris chief executive Bertrand Loy said in a statement.
Merck is building a high-tech chemicals division, called Performance Materials that caters to the electronics industry and will complement its shrinking liquid crystals business.
The liquid crystals business had operating income margins of 40-50 per cent but is now under pressure from Chinese rivals
Merck has said Performance Materials would return to growth in 2020, thanks to restructuring measures.
Family controlled Merck is diversified across three separate businesses, including a healthcare unit, which stems from a collaboration deal with GSK, and a life science division that makes supplies and gear for biotech labs.
To bolster its Performance Materials division, Merck in 2014 bought Britain’s AZ Electronic Materials for 1.9 billion euros.
Merck said it was ready to proceed immediately to due diligence and to quickly agree a deal, adding it did not need its own shareholders to approve a transaction.
“The transaction that Versum recently disclosed significantly undervalues Versum,” Merck Chief Executive Stefan Oschmann said in a letter to Versum’s board of directors.
“Instead of the speculative value offered by the Entegris transaction, the all-cash proposal would deliver immediate and certain cash value to Versum stockholders and employees”, he added.
The proposed deal would value Versum at 13.3 times its 2018 earnings before interest, tax, depreciation and amortisation, Oschmann said, adding he anticipated no regulatory problems.
Merck expects the deal, which it said will reap cost synergies of about 60 million euros annually, to close in the second half of 2019.
Versum shares soared 18.7 per cent to close at $49.13 on Wednesday, while shares in Merck lost 4.2 per cent and Entegris fell 2.7 per cent.