Versum on Friday said its board rejected Merck KGaA unsolicited $48-a-share takeover proposal and said it plans to stick with its all-stock merger with Entegris.
Versum said its board consulted with its independent financial and legal advisers and concluded that the Merck bid isn’t a superior proposal.
Germany’s Merck on Wednesday proposed to buy Versum for about $5.26 billion in cash, offering a 16% premium to Tuesday’s closing price and a nearly 52% premium to Versum’s price before the Entegris deal was announced.
Versum in January agreed to combine with Entegris in a deal that would unite two chemical companies that make critical components for the semiconductor industry. Versum on Friday said the Entegris deal, which would result in Versum shareholders owning 47.5% of the combined company, will create significant long-term value and is in the best interest of its investors.
Versum would be required to pay a $140 million breakup fee to Entegris if it backs out of the deal.
Versum shares, which surged above Merck’s $48 offer price on Wednesday, were still changing hands at $48.71 on Friday morning after Versum announced its rejection of the bid, an indication that investors believe they haven’t heard the final word.
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