Merck KGaA wins Versum’s support for sweetened $6.5 billion offer


FILE PHOTO: A logo of drugs and chemicals group Merck KGaA is pictured in Darmstadt, Germany January 28, 2016. REUTERS/Ralph Orlowski/File Photo

(Reuters) – Merck KGaA won the support of Versum Materials Inc’s board with a sweetened $6.5 billion takeover proposal, topping an agreed merger with rival Entegris.

“This proposal constitutes a ‘Superior Proposal’ as defined in Versum’s previously announced merger agreement with Entegris, Inc.,” Versum said in a statement on Monday.

On a per share basis, Merck offered $53, up from $48 previously, after reviewing business data and following meetings between Merck Chief Executive Stefan Oschmann and Versum Chairman Seifi Ghasemi, filings showed.

Entegris has the right to propose revisions to the existing merger agreement until April 11.

Versum will owe its jilted partner $140 million in termination fees if it agrees to be bought by Merck.

Versum, the former specialty chemicals division of industrial gases group Air Products, had previously opposed Merck’s overture, saying it was committed to an all-share merger with Entegris, agreed in January.

Merck last month launched a hostile all-cash takeover offer to Versum shareholders – with a price tag of $5.9 billion including debt – as the German pharma group looks to boost its presence in the semiconductor materials market.[L3N21G3QZ]

Based on about $700 million in assumed Versum debt and about 109 million shares, the increased Merck offer would be worth close to $6.5 billion.

Additional reporting by Saumya Sibi Joseph in Bengaluru; Editing by Anil D’Silva/Keith Weir

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