Versum Materials, Inc. (NYSE:VSM), a leading global specialty
materials supplier to the semiconductor industry, today announced
that its Board of Directors has declared a quarterly cash dividend
of $0.08 per share. The dividend is payable on May 28, 2019 to all
common stockholders of record at the close of business on May 14,
2019.
The declaration and payment of any future dividends will be at
the discretion of the Board of Directors.
Versum Materials also announced that it has set May 13, 2019 as
the record date for a special meeting of its stockholders to
consider and vote on various proposals necessary to approve the
previously announced definitive agreement with Merck KGaA,
Darmstadt, Germany to acquire Versum Materials. The date and time
for the special meeting has not been set. Versum Materials’
stockholders of record as of the close of business on May 13,
2019 will be entitled to notice of, and to vote at, the
special meeting.
The transaction is expected to close in the second half of 2019,
subject to the approval of stockholders at the special meeting,
regulatory clearances and the satisfaction of other customary
closing conditions.
About Versum Materials
Versum Materials, Inc. (NYSE: VSM) is a leading global specialty
materials company providing high-purity chemicals and gases,
delivery systems, services and materials expertise to meet the
evolving needs of the global semiconductor and display industries.
Derived from the Latin word for "toward," the name "Versum"
communicates the company's deep commitment to helping customers
move toward the future by collaborating, innovating and creating
cutting-edge solutions.
A global leader in technology, quality, safety and reliability,
Versum Materials is one of the world's leading suppliers of
next-generation CMP slurries, ultra-thin dielectric and metal film
precursors, formulated cleans and etching products, and delivery
equipment that has revolutionized the semiconductor industry.
Versum Materials reported fiscal year 2018 annual sales of about
U.S. $1.4 billion, has approximately 2,300 employees and operates
14 major facilities in Asia and the North America. It is
headquartered in Tempe, Arizona. Versum Materials had operated for
more than three decades as a division of Air Products and
Chemicals, Inc. (NYSE:APD).
For additional information, please visit
http://www.versummaterials.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain forward-looking statements based
on current assumptions and forecasts made by Versum Materials, Inc.
(“Versum”) management. Various known and unknown risks,
uncertainties and other factors could lead to material differences
between the actual future results, financial situation, development
or performance of the company and the estimates given here. These
factors include the following: Merck KGaA, Darmstadt, Germany’s
ability to successfully complete the proposed acquisition of Versum
or realize the anticipated benefits of the proposed transaction in
the expected time-frames or at all; Merck KGaA, Darmstadt,
Germany’s ability to successfully integrate Versum’s operations
into those of Merck KGaA, Darmstadt, Germany; such integration may
be more difficult, time-consuming or costly than expected; the
failure to obtain Versum’s stockholders’ approval of the proposed
transaction; the failure of any of the conditions to the proposed
transaction to be satisfied; revenues following the proposed
transaction may be lower than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected
following the proposed transaction; the retention of certain key
employees at Versum; risks associated with the disruption of
management’s attention from ongoing business operations due to the
proposed transaction; the outcome of any legal proceedings related
to the proposed transaction; the impact of the proposed transaction
on Versum’s credit rating; the parties’ ability to meet
expectations regarding the timing and completion of the proposed
transaction; delays in obtaining any approvals required for the
proposed transaction or an inability to obtain them on the terms
proposed or on the anticipated schedule; the impact of indebtedness
incurred by Merck KGaA, Darmstadt, Germany, in connection with the
proposed transaction; the effects of the business combination of
Versum and Merck KGaA, Darmstadt, Germany, including the combined
company’s future financial condition, operating results, strategy
and plans; and other factors discussed in Merck KGaA, Darmstadt,
Germany’s public reports which are available on the Merck KGaA,
Darmstadt, Germany website at www.emdgroup.com or in Versum’s
Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission (the “SEC”) for the fiscal year ended on
September 30, 2018 and Versum’s other filings with the SEC, which
are available at http://www.sec.gov and Versum’s website at
www.versummaterials.com. Except as otherwise required by law,
Versum assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or
developments. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date
hereof.
Additional Important Information and Where to Find It
This communication relates to the proposed merger transaction
involving Versum and Merck KGaA, Darmstadt, Germany. In connection
with the proposed merger, Versum and Merck KGaA, Darmstadt, Germany
intend to file relevant materials with the SEC, including Versum’s
proxy statement on Schedule 14A (the “Proxy Statement”). This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, and is not a substitute for the Proxy
Statement or any other document that Versum or Merck KGaA,
Darmstadt, Germany, may file with the SEC or send to Versum’s
stockholders in connection with the proposed merger. STOCKHOLDERS
OF VERSUM ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC’s web site,
http://www.sec.gov, or Versum’s website at
http://investors.versummaterials.com or by phone at
484-275-5907.
Participants in Solicitation
Versum, Merck KGaA, Darmstadt, Germany and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of Versum common
stock in respect of the proposed transaction. Information about the
directors and executive officers of Versum is set forth in Versum’s
Annual Report on Form 10-K for the fiscal year ended September 30,
2018, which was filed with the SEC on November 21, 2018, and the
proxy statement for Versum’s 2019 annual meeting of stockholders,
which was filed with the SEC on December 20, 2018. Information
about the directors and executive officers of Merck KGaA,
Darmstadt, Germany is set forth on Schedule I of the Schedule 14A
filed by Merck KGaA, Darmstadt, Germany with the SEC on March 22,
2019. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available.
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Versum Materials, Inc.Investor Inquiries:Soohwan Kim, CFA,
602-282-0957Soohwan.Kim@versummaterials.com
or
Media Inquiries:Tiffany Elle,
480-282-6475Tiffany.Elle@versummaterials.com
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