Entegris’s $9 Billion Merger with Versum Materials

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. Cravath is representing Morgan Stanley in connection with the arrangement of up to $987 million of credit facilities that will be made available to Entegris in order to refinance existing Versum indebtedness and an amendment to the Entegris existing credit facility to permit the assumption of existing Versum indebtedness.

Entegris, Inc. (NASDAQ:ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, and Versum Materials, Inc. (NYSE:VSM), a leading specialty materials supplier to the semiconductor industry, have agreed to combine in a merger of equals. The combined company will be a premier specialty materials company for the semiconductor and other high-tech industries.

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 percent and Versum Materials stockholders will own 47.5 percent of the combined company. 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 January 25, 2019, and approximately $3 billion in revenue and approximately $1 billion in Adjusted EBITDA on a pro forma basis for calendar year 2018.

The combined company will retain the Entegris name and will be headquartered in Billerica, Massachusetts, and will maintain a strong operational presence in Tempe, Arizona.

Upon closing of the transaction, Entegris CEO Bertrand Loy will serve as Chief Executive Officer, Entegris CFO Greg Graves will serve as Chief Financial Officer, and Versum Materials General Counsel Michael Valente will serve as General Counsel of the combined company, supported by a highly experienced and proven leadership team that reflects the strengths and capabilities of both companies.

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.

Wachtell, Lipton, Rosen & Katz advised with a team including Mark Gordon (Picture) and Alison Z. Preiss.

The Simpson Thacher team includes Mario Ponce, Jakob Rendtorff and Mike Ratay (M&A); Roxane Reardon (Corporate); Andrew Blau, Caitlin Lucey and Aria Mahboubi (Executive Compensation and Employee Benefits); Bill Sheehan and Cristina Gonzalez (Banking and Credit); Sunny Cheong and Andrew Mandelbaum (Capital Markets); Marcy Geller and Drew Purcell (Tax); Karen Hsu Kelley, Brad Goldberg, Janice Brunner and Joia Lee (Public Company Advisory Practice); Lori Lesser, Genevieve Dorment and Melanie Jolson (Intellectual Property); and Adeeb Fadil and Timothy Mulvihill (Environmental).

The Cravath team included Tatiana Lapushchik, Kelly M. Smercina and Robin M. Gimm.

Involved fees earner: Tatiana Lapushchik – Cravath Swaine & Moore; Kelly Smercina – Cravath Swaine & Moore; Andrew Blau – Simpson Thacher & Bartlett; Janice Brunner – Simpson Thacher & Bartlett; Sunny Cheong – Simpson Thacher & Bartlett; Genevieve Dorment – Simpson Thacher & Bartlett; Adeeb Fadil – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Bradley Goldberg – Simpson Thacher & Bartlett; Cristina Gonzalez – Simpson Thacher & Bartlett; Karen Hsu Kelley – Simpson Thacher & Bartlett; Jakob Rendtorff – Simpson Thacher & Bartlett; Melanie Jolson – Simpson Thacher & Bartlett; Joia Lee – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Caitlin Lucey – Simpson Thacher & Bartlett; Aria Mahboubi – Simpson Thacher & Bartlett; Andrew Mandelbaum – Simpson Thacher & Bartlett; Timothy Mulvihill – Simpson Thacher & Bartlett; Mario Ponce – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Michael Ratay – Simpson Thacher & Bartlett; Roxane Reardon – Simpson Thacher & Bartlett; William Sheehan – Simpson Thacher & Bartlett; Mark Gordon – Wachtell, Lipton, Rosen & Katz; Alison Preiss – Wachtell, Lipton, Rosen & Katz;

Law Firms: Cravath Swaine & Moore; Simpson Thacher & Bartlett; Wachtell, Lipton, Rosen & Katz;

Clients: Entegris Inc. ; Morgan Stanley; Versum Materials Inc.;