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Merck KGaA launches cash tender offer for Versum after rejection

Merck KGaA launched a cash tender offer to acquire Versum Materials Inc. for $48 per share.

The German drugmaker has put forward its all-cash offer, which values Versum at $6 billion, to the company's shareholders following a rejection in the past. Versum — a Tempe, Ariz.-based supplier of specialty materials to the semiconductor and display industries — is being acquired by Billerica, Mass.-based Entegris Inc. in an all-stock merger of equals.

Under the Versum-Entegris deal, approved by the boards of both companies, Versum shareholders would receive 1.120 Entegris shares for every stock held in the company.

Merck has entered into a facilities agreement with Bank of America Merrill Lynch, BNP Paribas Fortis and Deutsche Bank AG, providing it with fully committed financing to complete the tender offer or otherwise complete its acquisition of Versum.

Additionally, Merck filed definitive proxy materials with the U.S. Securities and Exchange Commission in connection with its solicitation against the Entegris acquisition.

In a letter to Versum shareholders, Merck said its tender offer price represents a 51.7% premium over Versum's trading price on the day before the announcement of Entegris' acquisition. Merck's offer is also a premium of 23.6% to the value of the Entegris merger consideration on March 25.

Merck called on Versum shareholders to vote for its tender offer against the "inferior" Entegris deal. "The premium valuation reflected in our tender offer is certain and immediate, without any of the significant ongoing integration, operational or market risks reflected in the value of the Entegris stock consideration and without the need for the achievement of synergies," the company added.

Versum's own financial adviser, Lazard, showed Merck's offer to be more valuable than the Entegris deal as part of its "has-gets" analysis, Merck added.

Guggenheim Securities LLC and Goldman Sachs & Co. LLC are the financial advisers, while Sullivan & Cromwell LLP is legal counsel to Merck in connection with the tender offer.