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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Versum Materials, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VERSUM MATERIALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 92532W103 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| October 18, 2019 |
VSM / Versum Materials, Inc. 15-12B - - 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37664 Versum Materials, Inc. (Exact name of registrant as specifi |
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| October 7, 2019 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 18, 2019, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d |
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| October 7, 2019 |
VSM / Versum Materials, Inc. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 7, 2019 Registration No. |
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| October 7, 2019 |
VSM / Versum Materials, Inc. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on October 7, 2019 Registration No. |
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| October 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 7, 2019 |
EX-99.1 Exhibit 99.1 Investor Inquiries: Soohwan Kim, CFA, 602-282-0957 [email protected] Media Inquiries: Tiffany Elle, 480-282-6475 [email protected] PRESS RELEASE Merck KGaA, Darmstadt, Germany Completes Acquisition of Versum Materials TEMPE, Ariz. (October 7, 2019) – Versum Materials, Inc., a leading materials supplier to the semiconductor industry, today announced that |
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| October 7, 2019 |
Bylaws of Versum Materials, Inc., as amended EX-3.1 2 d814588dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF VERSUM MATERIALS, INC. ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communicat |
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| August 6, 2019 |
Versum Materials Reports Fiscal Third Quarter 2019 Financial Results News Release Versum Materials Reports Fiscal Third Quarter 2019 Financial Results Fiscal Third Quarter 2019 Financial Highlights ▪ Sales of $324 million, Net Loss of $87 million, or diluted loss per share of $0. |
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| August 6, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission File |
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| August 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-37644 VERSUM MATERIALS, INC. |
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| June 17, 2019 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 18, 2019 (June 17, 2019) Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorp |
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| June 17, 2019 |
EX-99.1 Exhibit 99.1 Investor Inquiries: Soohwan Kim, CFA, (602)-282-0957 [email protected] Media Inquiries: Tiffany Elle, 480-282-6475 [email protected] PRESS RELEASE Versum Materials Stockholders Approve Merger with Merck KGaA, Darmstadt, Germany Tempe, Arizona, June 17, 2019—Versum Materials, Inc. (NYSE: VSM), a leading specialty materials and equipment supplier to the se |
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| June 10, 2019 |
VSM / Versum Materials, Inc. DEFA14A - - DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 10, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 10, 2019 Versum Materials, Inc. (Exact name of registrant as specified in charter) DELAWARE 001-37664 47-5632014 (State or other Jurisdiction of Incorporation) (Commissi |
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| June 4, 2019 |
VSM / Versum Materials, Inc. DFAN14A - - DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ¨ Preliminary Proxy Statement. ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy St |
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| May 31, 2019 |
VSM / Versum Materials, Inc. SD - - SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 8555 South River Parkway, Tempe, Arizona 85284 (Address of pri |
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| May 31, 2019 |
Exhibit 1.01 – Conflict Minerals Report for the year ended December 31, 2018 EX-1.01 2 ex101-2018.htm EXHIBIT 1.01 CONFLICT MINERALS REPORT (For the reporting period from January 1, 2018 to December 31, 2018) INTRODUCTION This Conflict Minerals Report (the “Report”) of Versum Materials, Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2018 to December 31, 20 |
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| May 15, 2019 |
VSM / Versum Materials, Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| May 13, 2019 |
VSM / Versum Materials, Inc. DEFM14A DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 8, 2019 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commissi |
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| May 8, 2019 |
EX-99.1 2 d739767dex991.htm EX-99.1 Exhibit 99.1 News Release Versum Materials Announces Date for Special Meeting of Stockholders to Vote on the Merger Agreement with Merck KGaA, Darmstadt, Germany Tempe, Arizona, May 8, 2019 (Businesswire) - Versum Materials, Inc. (NYSE: VSM), a leading specialty materials and equipment supplier to the semiconductor industry, today announced that it will hold a s |
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| May 8, 2019 |
VSM / Versum Materials, Inc. DEFA14A FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commissi |
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| May 8, 2019 |
Press Release dated May 8, 2019 EX-99.1 2 d739767dex991.htm EX-99.1 Exhibit 99.1 News Release Versum Materials Announces Date for Special Meeting of Stockholders to Vote on the Merger Agreement with Merck KGaA, Darmstadt, Germany Tempe, Arizona, May 8, 2019 (Businesswire) - Versum Materials, Inc. (NYSE: VSM), a leading specialty materials and equipment supplier to the semiconductor industry, today announced that it will hold a s |
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| May 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-37644 VERSUM MATERIALS, INC. |
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| May 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 7, 2019 |
Versum Materials Reports Fiscal Second Quarter 2019 Financial Results News Release Versum Materials Reports Fiscal Second Quarter 2019 Financial Results Fiscal Second Quarter 2019 Financial Highlights ▪ Sales of $326 million, Net Income of $50 million, or diluted EPS of $0. |
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| May 1, 2019 |
VSM / Versum Materials, Inc. DFAN14A DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| May 1, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A - CUSTOMER EMAIL DEFA14A - Customer Email UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 1, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A - SUPPLIER EMAIL DEFA14A - Supplier Email UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 30, 2019 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission |
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| April 30, 2019 |
EX-99.1 Exhibit 99.1 NEWS RELEASE Versum Materials Declares Quarterly Cash Dividend; Announces Record Date for Special Meeting of Stockholders TEMPE, Ariz.—(BUSINESS WIRE)—April 30, 2019— 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 shar |
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| April 30, 2019 |
Press Release dated April 30, 2019 EX-99.1 Exhibit 99.1 NEWS RELEASE Versum Materials Declares Quarterly Cash Dividend; Announces Record Date for Special Meeting of Stockholders TEMPE, Ariz.—(BUSINESS WIRE)—April 30, 2019— 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 shar |
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| April 30, 2019 |
VSM / Versum Materials, Inc. DEFA14A 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission |
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| April 26, 2019 |
VSM / Versum Materials, Inc. PREM14A PREM14A PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 17, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 15, 2019 |
VSM / Versum Materials, Inc. DFAN14A DFAN14A 1 tv518914dfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| April 12, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| April 12, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 12, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 12, 2019 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A 1 d646014ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 12, 2019 |
EX-10.1 Exhibit 10.1 April , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that on April 12, 2019, Versum entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with Merck KGaA, a German corporation with general partners (“Parent”), and EMD Performance Materials Holding, Inc., a Delaware corpor |
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| April 12, 2019 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among VERSUM MATERIALS, INC., MERCK KGAA and EMD PERFORMANCE MATERIALS HOLDING, INC. Dated as of April 12, 2019 TABLE OF CONTENTS Page Article I. The Merger 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 Article II. Merger Consideration; Effect of the Merger on Capital Stock 2.1 Merger Consideration; Conversion of Shares of Ver |
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| April 12, 2019 |
EX-99.1 Exhibit 99.1 Your Contacts Media Relations [email protected] Phone: +49 6151 72-62445 Investor Relations [email protected] Phone: +49 6151 72-3321 April 12, 2019 Merck KGaA, Darmstadt, Germany, Signs Definitive Agreement to Acquire Versum Materials for $53 per Share • Business combination creates a leading electronic materials player able to capitalize on attractive |
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| April 12, 2019 |
8-K 1 d725673d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 12, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of |
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| April 12, 2019 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among VERSUM MATERIALS, INC., MERCK KGAA and EMD PERFORMANCE MATERIALS HOLDING, INC. Dated as of April 12, 2019 TABLE OF CONTENTS Page Article I. The Merger 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 Article II. Merger Consideration; Effect of the Merger on Capital Stock 2.1 Merger Consideration; Conversion of Shares of Ver |
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| April 12, 2019 |
Joint Press Release dated April 12, 2019 EX-99.1 Exhibit 99.1 Your Contacts Media Relations [email protected] Phone: +49 6151 72-62445 Investor Relations [email protected] Phone: +49 6151 72-3321 April 12, 2019 Merck KGaA, Darmstadt, Germany, Signs Definitive Agreement to Acquire Versum Materials for $53 per Share • Business combination creates a leading electronic materials player able to capitalize on attractive |
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| April 12, 2019 |
Form of Retention Bonus Agreement EX-10.1 Exhibit 10.1 April , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that on April 12, 2019, Versum entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with Merck KGaA, a German corporation with general partners (“Parent”), and EMD Performance Materials Holding, Inc., a Delaware corpor |
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| April 12, 2019 |
VSM / Versum Materials, Inc. FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 12, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commi |
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| April 12, 2019 |
Exhibit (a)(5)(B) News Release Your Contacts Media Relations [email protected] Phone: +49 6151 72-62445 Investor Relations [email protected] Phone: +49 6151 72-3321 April 12, 2019 Merck KGaA, Darmstadt, Germany, Signs Definitive Agreement to Acquire Versum Materials for $53 per Share · Business combination creates a leading electronic materials player able to capitalize on |
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| April 12, 2019 |
VSM / Versum Materials, Inc. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO / A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Versum Materials, Inc. (Name of Subject Company) EMD Performance Materials Holding, Inc. (Offeror) an indirect wholly owned subsidiary of Merck KGaA (Parent of Offeror) (Names |
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| April 8, 2019 |
EX-99.1 2 d733426dex991.htm EX-99.1 Exhibit 99.1 Entegris Issues Statement BILLERICA, Mass. – April 8, 2019 – Entegris, Inc. (NASDAQ:ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, today issued the following statement regarding Versum Material’s (NYSE:VSM) (“Versum”) determination that Merck KGaA’s (“Merck”) revised proposal constitutes a |
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| April 8, 2019 |
ENTG / Entegris, Inc. 8-K (Prospectus) 425 1 d733426d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2019 (April 8, 2019) Entegris, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00 |
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| April 8, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 1 d731303d425.htm 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: April 8, 2019 The following are excerpts from a Schedule 14D-9 previously filed by Versum Materials on March 29, 2019 and amended b |
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| April 8, 2019 |
VSM / Versum Materials, Inc. SC 14D9/A SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 8, 2019 |
425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: April 8, 2019 The following are select revised slides of an investor presentation previously filed by Versum Materials on April 1, 2019. *** Announced Sy |
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| April 8, 2019 |
EX-99.1 Exhibit 99.1 Versum Materials Receives Revised Proposal from Merck KGaA; Board Determines Revised Offer Constitutes a “Superior Proposal” to Entegris Transaction Entegris has the Right to Submit Counterproposal Until April 11 TEMPE, Ariz. – April 8, 2019 – Versum Materials, Inc. (NYSE: VSM) today announced that it has received a revised proposal from Merck KGaA, Darmstadt, Germany (“Merck” |
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| April 8, 2019 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 8, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commis |
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| April 8, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 8, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commis |
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| April 8, 2019 |
EX-99.1 2 d733338dex991.htm EX-99.1 Exhibit 99.1 Versum Materials Receives Revised Proposal from Merck KGaA; Board Determines Revised Offer Constitutes a “Superior Proposal” to Entegris Transaction Entegris has the Right to Submit Counterproposal Until April 11 TEMPE, Ariz. – April 8, 2019 – Versum Materials, Inc. (NYSE: VSM) today announced that it has received a revised proposal from Merck KGaA, |
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| April 8, 2019 |
VSM / Versum Materials, Inc. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO / A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Versum Materials, Inc. (Name of Subject Company) EMD Performance Materials Holding, Inc. (Offeror) an indirect wholly owned subsidiary of Merck KGaA (Parent of Offeror) (Names |
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| April 8, 2019 |
VSM / Versum Materials, Inc. CORRESP - - CORRESP Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 April 8, 2019 VIA EDGAR AND FEDERAL EXPRESS Daniel F. |
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| April 8, 2019 |
VSM / Versum Materials, Inc. CORRESP - - CORRESP Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 April 8, 2019 VIA EDGAR AND FEDERAL EXPRESS Daniel F. |
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| April 4, 2019 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 15, 2019, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 2, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 2, 2019 |
VSM / Versum Materials, Inc. 8-A12B/A 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 47-5632014 (State of Incorporation or Organization) (IRS Employer Identification |
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| April 2, 2019 |
8-K 1 d668100d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 2, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of i |
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| April 2, 2019 |
EX-4.2 Exhibit 4.2 CERTIFICATE OF ELIMINATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of VERSUM MATERIALS, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Versum Materials, Inc. (hereinafter called the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as fo |
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| April 2, 2019 |
EX-4.1 Exhibit 4.1 AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT This Amendment and Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below), dated as of April 2, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent |
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| April 2, 2019 |
EX-4.2 3 d668100dex42.htm EX-4.2 Exhibit 4.2 CERTIFICATE OF ELIMINATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of VERSUM MATERIALS, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Versum Materials, Inc. (hereinafter called the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), |
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| April 2, 2019 |
EX-4.1 2 d668100dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT This Amendment and Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below), dated as of April 2, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as right |
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| April 2, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 2, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commis |
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| April 2, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: April 2, 2019 The following is the press release issued by Versum Materials on April 2, 2019. *** VERSUM MATERIALS FILES INVESTOR PRESENTATION AND SENDS |
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| April 2, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: April 2, 2019 The following letter is being mailed to the stockholders of Versum Materials. *** VOTE THE ENCLOSED WHITE PROXY CARD TODAY “FOR” THE MERGER |
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| April 1, 2019 |
VSM / Versum Materials, Inc. SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO / A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Versum Materials, Inc. (Name of Subject Company) EMD Performance Materials Holding, Inc. (Offeror) an indirect wholly owned subsidiary of Merck KGaA (Parent of Offeror) (Names |
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| April 1, 2019 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commis |
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| April 1, 2019 |
EX-99.1 Exhibit 99.1 Creation of a Premier Specialty Materials Company March 29, 2019 Why the Merger of Equals is the Value Maximizing Opportunity 2 Versum / Entegris Combination Creates Compelling Long-Term, Sustainable Value Potential for Versum Shareholders True All-Stock, Remain-Invested Merger of Equals Compelling value creation potential from the strength of the combined company Outsized rev |
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| April 1, 2019 |
EX-99.1 Exhibit 99.1 Creation of a Premier Specialty Materials Company March 29, 2019 Why the Merger of Equals is the Value Maximizing Opportunity 2 Versum / Entegris Combination Creates Compelling Long-Term, Sustainable Value Potential for Versum Shareholders True All-Stock, Remain-Invested Merger of Equals Compelling value creation potential from the strength of the combined company Outsized rev |
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| April 1, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commis |
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| March 29, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Registration Statement on Form S-4: 333-229931 Date: March 29, 2019 Entegris Comments on Versum Materials Announcement Strongly Believes Combination of Entegris and V |
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| March 29, 2019 |
EX-99.E.4 5 d729894dex99e4.htm EX-99.(E)(4) Exhibit (e)(4) DIRECTOR COMPENSATION Non-employee director compensation is determined by the Board of Directors (“Board”) acting on the recommendation of the Compensation Committee of our Board (the “Compensation Committee”). Our CEO, who is also a director, does not receive any separate compensation for his Board activities. Our non-employee directors r |
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| March 29, 2019 |
VSM / Versum Materials, Inc. SC 14D9 SC 14D9 1 d729894dsc14d9.htm SC 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Versum Materials, Inc. (Name of Subject Company) Versum Materials, Inc. (Name of Person Filing Statement) Common Stock, $1.00 par value (Title of Class of Securities) 92532W103 (CUSIP Number o |
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| March 29, 2019 |
EX-99.(e)(3) Exhibit (e)(3) PAY RATIO DISCLOSURE We are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Novo, our CEO, for the year ended September 30, 2018: • the median of the annual total compensation of all employees of our Company was reasonably estimated to be $82,544. • the annual total com |
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| March 29, 2019 |
Letter Agreement dated March 27, 2019 between Versum Materials, Inc. and Entegris, Inc. EX-99.E.2 3 d729894dex99e2.htm EX-99.(E)(2) Exhibit (e)(2) Entegris, Inc. 129 Concord Road Billerica, MA 01821 Via Email Versum Materials, Inc. 8555 South River Parkway Tempe, Arizona 85284 Attention: Guillermo Novo President and Chief Executive Officer, March 27, 2019 Ladies and Gentlemen: Reference is made to the notice dated February 27, 2019 provided by Versum Materials, Inc. (“Versum”) to Ent |
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| March 29, 2019 |
Press Release issued by Versum Materials, Inc. on March 29, 2019 EX-99.(a)(2) Exhibit (a)(2) Versum Materials’ Board of Directors Rejects Unsolicited Tender Offer from Merck KGaA Urges Stockholders Not to Tender Their Shares Determines to Engage in Discussions with Merck TEMPE, Ariz. – March 29, 2019 – Versum Materials, Inc. (NYSE: VSM) today announced that its board of directors (the “Versum Board”), after careful consideration and consultation with its financ |
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| March 29, 2019 |
EX-99.2 Exhibit 99.2 Versum Materials’ Board of Directors Rejects Unsolicited Tender Offer from Merck KGaA Urges Stockholders Not to Tender Their Shares Determines to Engage in Discussions with Merck TEMPE, Ariz. – March 29, 2019 – Versum Materials, Inc. (NYSE: VSM) today announced that its board of directors (the “Versum Board”), after careful consideration and consultation with its financial and |
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| March 29, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 d692395d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 29, 2019 (March 27, 2019) Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other |
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| March 29, 2019 |
Entegris, Inc. 129 Concord Road Billerica, MA 01821 EX-99.1 2 d692395dex991.htm EX-99.1 Exhibit 99.1 Entegris, Inc. 129 Concord Road Billerica, MA 01821 Via Email Versum Materials, Inc. 8555 South River Parkway Tempe, Arizona 85284 Attention: Guillermo Novo President and Chief Executive Officer, March 27, 2019 Ladies and Gentlemen: Reference is made to the notice dated February 27, 2019 provided by Versum Materials, Inc. (“Versum”) to Entegris, Inc |
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| March 29, 2019 |
Entegris, Inc. 129 Concord Road Billerica, MA 01821 EX-99.1 2 d692395dex991.htm EX-99.1 Exhibit 99.1 Entegris, Inc. 129 Concord Road Billerica, MA 01821 Via Email Versum Materials, Inc. 8555 South River Parkway Tempe, Arizona 85284 Attention: Guillermo Novo President and Chief Executive Officer, March 27, 2019 Ladies and Gentlemen: Reference is made to the notice dated February 27, 2019 provided by Versum Materials, Inc. (“Versum”) to Entegris, Inc |
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| March 29, 2019 |
EX-99.2 3 d692395dex992.htm EX-99.2 Exhibit 99.2 Versum Materials’ Board of Directors Rejects Unsolicited Tender Offer from Merck KGaA Urges Stockholders Not to Tender Their Shares Determines to Engage in Discussions with Merck TEMPE, Ariz. – March 29, 2019 – Versum Materials, Inc. (NYSE: VSM) today announced that its board of directors (the “Versum Board”), after careful consideration and consult |
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| March 29, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 29, 2019 (March 27, 2019) Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation |
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| March 26, 2019 |
EX-99.1 2 d928907dex991.htm EX-99.1 Exhibit 99.1 Versum Materials’ Board of Directors to Review Unsolicited Tender Offer from Merck KGaA Shareholders Advised to Not Take Action Pending Review TEMPE, Ariz. – March 26, 2019 – Versum Materials, Inc. (NYSE: VSM) today confirmed that Merck KGaA (“Merck”) has commenced an unsolicited tender offer to acquire all outstanding shares of Versum for $48 per s |
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| March 26, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 d928907d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 26, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of |
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| March 26, 2019 |
EX-99.1 2 d928907dex991.htm EX-99.1 Exhibit 99.1 Versum Materials’ Board of Directors to Review Unsolicited Tender Offer from Merck KGaA Shareholders Advised to Not Take Action Pending Review TEMPE, Ariz. – March 26, 2019 – Versum Materials, Inc. (NYSE: VSM) today confirmed that Merck KGaA (“Merck”) has commenced an unsolicited tender offer to acquire all outstanding shares of Versum for $48 per s |
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| March 26, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 26, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commi |
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| March 26, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 26, 2019 |
Exhibit (a)(1)(E) Letter to Clients with respect to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Versum Materials, Inc. |
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| March 26, 2019 |
Exhibit (b) EXECUTION VERSION USD 6,300,000,000 SYNDICATED DUAL-CURRENCY TERM LOAN FACILITIES AGREEMENT dated 25 March 2019 for MERCK KGAA arranged by Bank of America Merrill Lynch International Designated Activity Company BNP Paribas Fortis NV/SA and Deutsche Bank AG with Deutsche Bank Luxembourg S. |
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| March 26, 2019 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Versum Materials, Inc. |
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| March 26, 2019 |
VSM / Versum Materials, Inc. SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Versum Materials, Inc. (Name of Subject Company) EMD Performance Materials Holding, Inc. (Offeror) an indirect wholly owned subsidiary of Merck KGaA (Parent of Offeror) (Names of Filing Persons (ide |
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| March 26, 2019 |
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Versum Materials, Inc. |
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| March 26, 2019 |
EX-99.A1F 7 tv516962exha1f.htm EXHIBIT (A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated March 26, 2019, and the related Letter of Transmittal (as defined below). The Offer is not being made to, nor will tenders be accepted from o |
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| March 26, 2019 |
Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of VERSUM MATERIALS, INC. |
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| March 26, 2019 |
Exhibit (a)(1)(D) Letter to Brokers and Dealers with respect to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Versum Materials, Inc. |
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| March 26, 2019 |
Exhibit (a)(5)(A) News Release Your Contacts Media Relations [email protected] Phone: +49 6151 72-62445 Investor Relations [email protected] Phone: +49 6151 72-3321 D.F. King & Co., Inc. Edward McCarthy Geoffrey Weinberg (212) 269-5550 Email: [email protected] March 26, 2019 Merck KGaA, Darmstadt, Germany, Commences Tender Offer for All Outstanding Shares of Versum for $48 in |
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| March 22, 2019 |
VSM / Versum Materials, Inc. DEFINTIVE PROXY STATEMENT TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| March 22, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: March 22, 2019 The following letter is being mailed to the stockholders of Versum Materials on or about March 22, 2019. *** VOTE THE ENCLOSED WHITE PROXY |
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| March 21, 2019 |
ENTG / Entegris, Inc. 8-K (Prospectus) 425 1 d721559d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2019 (March 19, 2019) Entegris, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32598 41-1941551 (State or other jurisdicti |
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| March 21, 2019 |
EX-99.1 2 d725494dex991.htm EX-99.1 Exhibit 99.1 Versum Materials Announces Filing and Mailing of Definitive Proxy Statement in Connection with Proposed Merger with Entegris Schedules April 26, 2019 Special Meeting of Stockholders to Vote on Transaction TEMPE, Ariz. – March 21, 2019 –Versum Materials, Inc. (NYSE: VSM), a leading specialty materials supplier to the semiconductor industry, today ann |
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| March 21, 2019 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 21, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commi |
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| March 21, 2019 |
EX-99.1 2 d725494dex991.htm EX-99.1 Exhibit 99.1 Versum Materials Announces Filing and Mailing of Definitive Proxy Statement in Connection with Proposed Merger with Entegris Schedules April 26, 2019 Special Meeting of Stockholders to Vote on Transaction TEMPE, Ariz. – March 21, 2019 –Versum Materials, Inc. (NYSE: VSM), a leading specialty materials supplier to the semiconductor industry, today ann |
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| March 21, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 21, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commi |
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| March 20, 2019 |
VSM / Versum Materials, Inc. DEFM14A DEFM14A 1 d689947ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| March 20, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 19, 2019 |
Form of Executive Officer Retention Agreement. EX-10.1 Exhibit 10.1 March , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that Versum recently entered into a definitive merger agreement under which Versum will merge with Entegris, Inc. (the “Proposed Transaction”). In recognition of the fact that you are a valued member of the Versum team, we would like to offe |
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| March 19, 2019 |
8-K 1 d724699d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of |
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| March 19, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 19, 2019 |
Form of Executive Officer Retention Agreement. EX-10.1 2 d724699dex101.htm EX-10.1 Exhibit 10.1 March , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that Versum recently entered into a definitive merger agreement under which Versum will merge with Entegris, Inc. (the “Proposed Transaction”). In recognition of the fact that you are a valued member of the Versum |
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| March 14, 2019 |
VSM / Versum Materials, Inc. FORM 8-A12B/A Form 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 47-5632014 (State of Incorporation or Organization) (IRS Employer Identifica |
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| March 14, 2019 |
EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of March 14, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of February 28, 2019, between the Compan |
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| March 14, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 14, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commi |
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| March 14, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 14, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commi |
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| March 14, 2019 |
EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of March 14, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of February 28, 2019, between the Compan |
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| March 14, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 12, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 12, 2019 |
VSM / Versum Materials, Inc. PREC14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Preliminary Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by the Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 11, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Registration Statement on Form S-4: 333-229931 Date: March 11, 2019 Entegris and Versum Materials Announce Expiration of HSR Act Waiting Period BILLERICA, Mass. & TEM |
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| March 11, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: March 11, 2019 The following is the joint press release issued by Versum Materials and Entegris on March 11, 2019. *** Entegris and Versum Materials Announc |
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| March 8, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 8, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: March 8, 2019 The following is the press release issued by Versum Materials on March 8, 2019. *** Versum Materials Board Comments on Merck KGaA Letter B |
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| March 8, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: March 8, 2019 The following is the joint press release issued by Versum Materials and Entegris on March 8, 2019. *** Versum Materials and Entegris Issue |
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| March 8, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 1 d721582d425.htm 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Registration Statement on Form S-4: 333-229931 Date: March 8, 2019 Versum Materials and Entegris Issue Open Letter to Shareholders of Both Compa |
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| March 7, 2019 |
VSM / Versum Materials, Inc. FORM 8-A12B/A Form 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 47-5632014 (State of Incorporation or Organization) (IRS Employer Identifica |
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| March 5, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 5, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 1, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: March 1, 2019 The following is the press release issued by Versum Materials on March 1, 2019. *** Versum Materials Board of Directors Rejects Unsolicite |
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| February 28, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 28, 2019 |
VSM / Versum Materials, Inc. 8-A12B 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 47-5632014 (State of Incorporation or Organization) (IRS Employer Identification No.) 8555 South Rive |
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| February 28, 2019 |
EX-3.1 2 d692906dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of VERSUM MATERIALS, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Versum Materials, Inc. a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the f |
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| February 28, 2019 |
EX-4.1 Exhibit 4.1 VERSUM MATERIALS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Rights Agreement Dated as of February 28, 2019 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 11 Section 6. Transfer, Split |
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| February 28, 2019 |
8-K 1 d692906d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction |
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| February 28, 2019 |
EX-99.1 4 d692906dex991.htm EX-99.1 Exhibit 99.1 Versum Materials Adopts Limited Duration Shareholder Rights Plan Business Wire 28 February 2019 TEMPE, Ariz.—(BUSINESS WIRE)—Versum Materials, Inc. (NYSE: VSM), a leading specialty materials supplier to the semiconductor industry, today announced that its Board has adopted a limited duration Shareholder Rights Plan, details of which will be containe |
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| February 28, 2019 |
EX-99.1 4 d692906dex991.htm EX-99.1 Exhibit 99.1 Versum Materials Adopts Limited Duration Shareholder Rights Plan Business Wire 28 February 2019 TEMPE, Ariz.—(BUSINESS WIRE)—Versum Materials, Inc. (NYSE: VSM), a leading specialty materials supplier to the semiconductor industry, today announced that its Board has adopted a limited duration Shareholder Rights Plan, details of which will be containe |
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| February 28, 2019 |
VSM / Versum Materials, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Co |
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| February 28, 2019 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of VERSUM MATERIALS, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Versum Materials, Inc. a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted b |
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| February 28, 2019 |
EX-4.1 3 d692906dex41.htm EX-4.1 Exhibit 4.1 VERSUM MATERIALS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Rights Agreement Dated as of February 28, 2019 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 11 S |
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| February 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 27, 2019 February 27, 2019 Dear Fellow Entegris Employees, As you may have seen, earlier today Merck KGaA submitted an unsolicited proposal to acquire |
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| February 27, 2019 |
VSM / Versum Materials, Inc. DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 27, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 27, 2019 The following is a letter from Versum Materials’ CEO to the employees of Versum Materials distributed on February 27, 2019. *** Employ |
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| February 27, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 27, 2019 Entegris Comments on Merck KGaA’s Offer to Acquire Versum Materials BILLERICA, Mass. – February 27, 2019 – Entegris, Inc. (NASDAQ:ENTG), a lea |
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| February 27, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 27, 2019 The following is the press release regarding Versum Materials’ response to the unsolicited proposal from Merck KGaA. *** Versum Materi |
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| February 22, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 22, 2019 The following article was made available in connection with the transaction. How to Get Two Valuable Chip Stocks in One By Al Root, Barrons, |
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| February 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VERSUM MATERIALS INC (Name of Issuer) Common Stock (Title of Class of Securities) 92532W103 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X |
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| February 13, 2019 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT dated as of February 8, 2019 (this “Amendment”), among VERSUM MATERIALS, INC., a Delaware corporation (the “Borrower”), certain of its SUBSIDIARIES party hereto, the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent. Reference is made to the Credit Agreement, dated as of September 30, 2016, as amended by th |
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| February 13, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commissi |
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| February 13, 2019 |
VSM / Versum Materials, Inc. 8-K (Prospectus) 425 1 d703878d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of inc |
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| February 13, 2019 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT dated as of February 8, 2019 (this “Amendment”), among VERSUM MATERIALS, INC., a Delaware corporation (the “Borrower”), certain of its SUBSIDIARIES party hereto, the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent. Reference is made to the Credit Agreement, dated as of September 30, 2016, as amended by th |
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| February 13, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Versum Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92532W103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Sched |
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| February 11, 2019 |
VSM / Versum Materials, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 versummaterialsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Versum Materials Inc Title of Class of Securities: Common Stock CUSIP Number: 92532W103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuan |
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| February 8, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 8, 2019 The following article was made available in connection with the transaction. Entegris Stock Hits Buy Point Following Upbeat Earnings Report By |
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| February 7, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 7, 2019 The following is a letter from Entegris’ CEO to the employees of Versum Materials distributed on February 7, 2019. *** February 7, 2019 |
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| February 7, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 7, 2019 February 7, 2019 Versum Team, On behalf of my fellow colleagues at Entegris, I am writing to share with you how excited we are to join forces with |
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| February 7, 2019 |
Amended and Restated Short Term Incentive Plan EX-10.1 2 vsmexhibit101123118.htm EXHIBIT 10.1 Exhibit 10.1 VERSUM MATERIALS, INC. AMENDED AND RESTATED SHORT-TERM INCENTIVE PLAN 1.Purpose of the Plan The purpose of this Versum Materials, Inc. Short-Term Incentive Plan is to enable the Company, its Subsidiaries, Affiliates and any Service Recipient to attract, retain, motivate and reward executive officers and key employees by providing short-te |
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| February 7, 2019 |
VSM / Versum Materials, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-37644 VERSUM MATERIALS, I |
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| February 7, 2019 |
Form of 2019 Restricted Stock Unit Award Agreement for Non-Employee Directors EX-10.2 3 vsmexhibit102123118.htm EXHIBIT 10.2 Exhibit 10.2 VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT for NON-EMPLOYEE DIRECTORS THIS RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (the “Agreement”) is entered into as of the Grant Date (as defined in Annex A) by and between Versum Materials, Inc. (the “Company”) and Grantee (as defined in Annex A), a non-employ |
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| February 6, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 6, 2019 The following is the video transcript of the Entegris CEO speaking to employees of Versum Materials. *** Hi. I’m Bertrand Loy, President an |
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| February 6, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 6, 2019 Project Mountain Entegris CEO Video to Vail Employees Hi. I’m Bertrand Loy, President and CEO of Entegris and I am honored to speak with you to |
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| February 6, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 6, 2019 The following is a transcript of the earnings call held on February 4, 2019. *** Good day and welcome to the Versum Materials First Quarter |
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| February 6, 2019 |
UNVR / Univar, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Versum Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91336L107 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 5, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 5, 2019 Corrected Transcript 05-Feb-2019 Entegris, Inc. (ENTG) Q4 2018 Earnings Call 1-877-FACTSET www.callstreet.com Copyright © 2001-2019 FactSet Cal |
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| February 5, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 5, 2019 Versum Materials circulated the following Q&A to certain of its employees on February 5, 2019. *** 1. What does the merger mean for emp |
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| February 4, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: February 4, 2019 The Entegris and Versum Materials teams spent the last week connecting with employees, customers and stockholders. One thing is clear: Our stak |
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| February 4, 2019 |
News Release Versum Materials Reports Solid Fiscal First Quarter 2019 Financial Results Updates Fiscal Year 2019 Guidance Fiscal First Quarter 2019 Financial Highlights Versus Fiscal First Quarter 2018 ▪ Sales of $340 million, up 3% ▪ Net Income of $61 million, or diluted EPS of $0. |
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| February 4, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 4, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 4, 2019 |
versuminvestorpresentati VERSUM MATERIALS EARNINGS CONFERENCE CALL: First Quarter Fiscal 2019 February 4, 2018 – 4:30 PM Eastern Versum Materials Confidential FORWARD-LOOKING INFORMATION This presentation contains, and management may make, certain “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
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| January 29, 2019 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission F |
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| January 29, 2019 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between VERSUM MATERIALS, INC. and ENTEGRIS, INC. Dated as of January 27, 2019 TABLE OF CONTENTS Page Article I The Merger 1.1. The Merger 6 1.2. Closing 6 1.3. Effective Time 6 Article II Merger Consideration; Effect of the Merger on Capital Stock 2.1. Merger Consideration; Conversion of Shares of Versum Common Stock 6 2.2. Convers |
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| January 29, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d694663d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 (January 27, 2019) Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inc |
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| January 29, 2019 |
VSM / Versum Materials, Inc. 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 (January 27, 2019) Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-37664 4 |
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| January 29, 2019 |
EX-2.1 2 d700523dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between VERSUM MATERIALS, INC. and ENTEGRIS, INC. Dated as of January 27, 2019 TABLE OF CONTENTS Page Article I The Merger 1.1. The Merger 6 1.2. Closing 6 1.3. Effective Time 6 Article II Merger Consideration; Effect of the Merger on Capital Stock 2.1. Merger Consideration; Conversion of Shares of Versum C |
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| January 29, 2019 |
ENTG / Entegris, Inc. 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 (January 27, 2019) Entegris, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32598 41-1941 |
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| January 29, 2019 |
EX-2.1 2 d694663dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between VERSUM MATERIALS, INC. and ENTEGRIS, INC. Dated as of January 27, 2019 TABLE OF CONTENTS Page Article I The Merger 1.1. The Merger 6 1.2. Closing 6 1.3. Effective Time 6 Article II Merger Consideration; Effect of the Merger on Capital Stock 2.1. Merger Consideration; Conversion of Shares of Versum C |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 LinkedIn Today, we announced the most significant transaction in our history – the merger of Versum Materials with Entegris in a $9 billion tra |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 The following is a transcript of the investor call held on January 28, 2019 to discuss the merger of Versum Materials and Entegris. *** |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 1 d664870d425.htm 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials social media screenshots related to merger posted on January 28, 2019. *** Forward Looking State |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 The following is the slide show of Versum Materials’ employee town hall presentation delivered by Guillermo Novo on January 28, 2019. * |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 ENTEGRIS EMPLOYEE TOWN HALL January 28, 2019 Bertrand Loy: Good morning, everyone. It is great to be speaking with you today about our merger w |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 The following is a transcript of a video made available by Versum Materials to certain of its employees. *** GUILLERMO NOVO: I’m here t |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 ENTEGRIS/VERSUM MATERIALS MERGER January 28, 2019 8:00 a.m. ET Operator: Ladies and gentlemen, thank you for standing by. Welcome to today’s co |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Home Customers Employees Materials ENTEGRIS AND VERSUM MATERIALS TO COMBINE TO Create a Premier Specialty Materials Company Merger of Equals Cr |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials circulated the following email to certain of its suppliers. *** Supplier Email Dear [Name]: As you may have seen, [tod |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 ENTEGRIS AND VERSUM MATERIALS TO COMBINE TO Create a Premier Specialty Materials Company Merger of Equals Creates Value for All Stakeholders EN |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Entegris and Versum Materials to Combine January 28, 2019 Filed by Entegris, Inc. |
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| January 28, 2019 |
ENTG / Entegris, Inc. 425 (Prospectus) 425 Filed by Entegris, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 January 28, 2019 Dear Fellow Entegris Employees, Today, we announced the most significant transaction in our history – the merger of Entegris w |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials circulated the following list of talking points to certain of its employees on January 28, 2019. *** Leadership Talkin |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials published the following infographic on January 28, 2019. *** Forward Looking Statements This communication contains fo |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials deal website screenshot related to merger posted on January 28, 2019. *** Forward Looking Statements This communicatio |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 1 d664870d425.htm 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials circulated the following Do’s and Don’ts to certain of its employees on January 28, 2019. *** Em |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials circulated the following email and FAQ to certain of its employees on January 28, 2019. *** Employee Email Versum Team |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 Filed by Versum Materials, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Versum Materials, Inc. Commission File No.: 1-37664 Date: January 28, 2019 Versum Materials circulated the following email to certain of its customers. *** Customer Email Dear [Name], I wanted to reach out to s |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 8-K (Current Report) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commissi |
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| January 28, 2019 |
EX-99.1 Exhibit 99.1 Entegris and Versum Materials to Combine in $9 Billion Merger of Equals to Create A Premier Specialty Materials Company Highly Complementary and Diversified Portfolio – the Most Comprehensive in the Industry Poised to Take Advantage of Industry Technology Roadmap Through World Class Technological Capabilities Results in Financial Strength and Flexibility with Pro Forma Sales o |
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| January 28, 2019 |
EX-99.2 Exhibit 99.2 Entegris and Versum Materials Merger of Equals Creation of a Premier Specialty Materials Company January 28, 2019Exhibit 99.2 Entegris and Versum Materials Merger of Equals Creation of a Premier Specialty Materials Company January 28, 2019 Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation R |
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| January 28, 2019 |
EX-99.1 2 d697926dex991.htm EX-99.1 Exhibit 99.1 Entegris and Versum Materials to Combine in $9 Billion Merger of Equals to Create A Premier Specialty Materials Company Highly Complementary and Diversified Portfolio – the Most Comprehensive in the Industry Poised to Take Advantage of Industry Technology Roadmap Through World Class Technological Capabilities Results in Financial Strength and Flexib |
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| January 28, 2019 |
EX-99.2 Exhibit 99.2 Entegris and Versum Materials Merger of Equals Creation of a Premier Specialty Materials Company January 28, 2019Exhibit 99.2 Entegris and Versum Materials Merger of Equals Creation of a Premier Specialty Materials Company January 28, 2019 Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation R |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 8-K (Prospectus) 425 1 d697926d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of inc |
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| January 28, 2019 |
Versum Materials Announces Preliminary First Quarter Results EX-99.1 Exhibit 99.1 NEWS RELEASE Versum Materials Announces Preliminary First Quarter Results TEMPE, Ariz.—(BUSINESS WIRE) — January 28, 2019 — Versum Materials, Inc. (NYSE: VSM), a leading specialty materials and equipment supplier to the semiconductor industry, announced certain preliminary unaudited financial results for the fiscal first quarter ended December 31, 2018. First Quarter Prelimina |
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| January 28, 2019 |
VSM / Versum Materials, Inc. 425 (Prospectus) 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commissi |
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| January 28, 2019 |
Versum Materials Announces Preliminary First Quarter Results EX-99.1 2 d679702dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Versum Materials Announces Preliminary First Quarter Results TEMPE, Ariz.—(BUSINESS WIRE) — January 28, 2019 — Versum Materials, Inc. (NYSE: VSM), a leading specialty materials and equipment supplier to the semiconductor industry, announced certain preliminary unaudited financial results for the fiscal first quarter ended December 31, 2 |
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| January 28, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2019 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commissi |
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| January 28, 2019 |
Entegris and Versum Materials Merger of Equals Creation of a Premier Specialty Materials Company EX-99.2 Exhibit 99.2 Entegris and Versum Materials Merger of Equals Creation of a Premier Specialty Materials Company Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securit |
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| January 28, 2019 |
EX-99.1 2 d667754dex991.htm EX-99.1 Exhibit 99.1 Entegris and Versum Materials to Combine in $9 Billion Merger of Equals to Create A Premier Specialty Materials Company Highly Complementary and Diversified Portfolio – the Most Comprehensive in the Industry Poised to Take Advantage of Industry Technology Roadmap Through World Class Technological Capabilities Results in Financial Strength and Flexib |
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| January 28, 2019 |
ENTG / Entegris, Inc. 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2019 Entegris, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32598 41-1941551 (Commission Fil |
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| December 20, 2018 |
VSM / Versum Materials, Inc. DEFA14A DEFA14A 1 versum-proxyshareholdernot.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit |
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| December 20, 2018 |
VSM / Versum Materials, Inc. DEF 14A DEF 14A 1 vsm-proxyx2019.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 11, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 11, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission F |
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| December 11, 2018 |
EX-99.1 2 versummaterialsinvestort.htm EXHIBIT 99.1 VERSUM MATERIALS TECHNOLOGY INTRODUCTION 2 FORWARD-LOOKING INFORMATION This presentation contains, and management may make, certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by references to future periods |
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| November 21, 2018 |
Preferability letter regarding LIFO to FIFO change in inventory accounting Exhibit 18.1 November 21, 2018 Versum Materials, Inc. 8555 South River Parkway Tempe, Arizona 85284 Ladies and Gentlemen: We have audited the consolidated balance sheets of Versum Materials, Inc. (the “Company”) as of September 30, 2018 and 2017, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year per |
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| November 21, 2018 |
List of Subsidiaries of Versum Materials, Inc. EX-21 4 vsmexhibit219302018.htm EXHIBIT 21 Exhibit 21 VERSUM MATERIALS, INC. LIST OF SUBSIDIARIES Subsidiary Jurisdiction of Organization Showa Denko Versum Materials 2 Co., Ltd. Japan Showa Denko Versum Materials Co., Ltd. Japan Versum Materials (Dalian) Co., Ltd. China Versum Materials Germany GmbH Germany Versum Materials HYT Inc. Korea Versum Materials Ireland, Limited Ireland Versum Materials |
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| November 21, 2018 |
VSM / Versum Materials, Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-37644 VERSUM MATERIALS |
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| November 21, 2018 |
Form of Restricted Stock Unit Award Agreement Exhibit 10.19 VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (“Agreement”) is made effective as of [DATE] (“Grant Date”) between Versum Materials, Inc., a Delaware corporation (“Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (“Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A |
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| November 6, 2018 |
News Release Versum Materials Reports Strong Fiscal Fourth Quarter and Record Fiscal Year 2018 Financial Results Initiates Fiscal Year 2019 Financial Outlook Fiscal Fourth Quarter 2018 Financial Highlights Versus Fiscal Fourth Quarter 2017 • Sales of $351 million, up 19% • Net Income of $54 million, or diluted EPS of $0. |
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| November 6, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 6, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 12, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 8, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 28, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 26, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission |
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| August 8, 2018 |
VSM / Versum Materials, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-37644 VERSUM MATERIALS, INC. |
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| August 7, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 7, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission File |
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| August 7, 2018 |
News Release Versum Materials Reports Record Third Quarter 2018 Financial Results Narrows Fiscal Year 2018 Guidance Fiscal Third Quarter 2018 Financial Highlights Versus Third Quarter 2017 ▪ Sales of $350 million, up 20% ▪ Net Income of $63. |
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| May 31, 2018 |
Exhibit 1.01 – Conflict Minerals Report for the year ended December 31, 2017 EX-1.01 2 ex101-2017.htm EXHIBIT 1.01 CONFLICT MINERALS REPORT (For the reporting period from January 1, 2017 to December 31, 2017) INTRODUCTION This Conflict Minerals Report (the “Report”) of Versum Materials, Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2017 to December 31, 20 |
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| May 31, 2018 |
VSM / Versum Materials, Inc. SD SD 1 sd-2017.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 8555 South River Parkway, Tempe, Arizona 8 |
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| May 14, 2018 |
presentation ENABLING THE GOLDEN AGE OF SEMICONDUCTORS GUILLERMO NOVO PRESIDENT AND CEO VERSUM MATERIALS, INC. |
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| May 14, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission File N |
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| May 9, 2018 |
VSM / Versum Materials, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-37644 VERSUM MATERIALS, INC. |
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| May 9, 2018 |
EX-10.3 2 vsmexhibit1033312018.htm EXHIBIT 10.3 Exhibit 10.3 VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT for NON-EMPLOYEE DIRECTORS THIS RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (the “Agreement”) is entered into as of the Grant Date (as defined in Annex A) by and between Versum Materials, Inc. (the “Company”) and Grantee (as defined in Annex A), a non-emplo |
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| May 8, 2018 |
News Release Versum Materials Reports Strong Fiscal Second Quarter 2018 Financial Results Increases Fiscal Year 2018 Guidance Fiscal Second Quarter 2018 Financial Highlights Versus Second Quarter 2017 ▪ Sales of $340. |
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| May 8, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 12, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Versum Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92532W103 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Sched |
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| February 9, 2018 |
VSM / Versum Materials, Inc. / VANGUARD GROUP INC Passive Investment versummaterialsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Versum Materials Inc Title of Class of Securities: Common Stock CUSIP Number: 92532W103 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate |
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| February 8, 2018 |
VSM / Versum Materials, Inc. S-8 Document As filed with the U.S. Securities and Exchange Commission on February 8, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 47-5632014 (State or other jurisdiction of incorporation or organiz |
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| February 8, 2018 |
VSM / Versum Materials, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-37644 VERSUM MATERIALS, I |
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| February 6, 2018 |
EX-99.1 2 versuminvestorpresentati.htm EXHIBIT 99.1 VERSUM MATERIALS EARNINGS CONFERENCE CALL: First Quarter Fiscal 2018 February 6, 2018 – 11 AM Eastern FORWARD-LOOKING INFORMATION This presentation contains, and management may make, certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of th |
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| February 6, 2018 |
VSM / Versum Materials, Inc. 8-K (Current Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Comm |
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| February 6, 2018 |
UNVR / Univar, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT - 3G (Passive Investment) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Versum Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91336L107 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 6, 2018 |
JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is made and entered into by and among Iridian Asset Management LLC, David L. |
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| February 6, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Comm |
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| February 6, 2018 |
EX-99.1 2 exhibit991earningsrelease1.htm EXHIBIT 99.1 News Release Versum Materials Reports Fiscal First Quarter 2018 Financial Results Updates Fiscal Year 2018 Guidance Fiscal First Quarter 2018 Financial Highlights Versus First Quarter 2017 ▪ Sales of $330.8 million, up 22% ▪ Net Income of $18.6 million or diluted EPS of $0.17, includes a $37.6 million charge from the US Tax Cuts and Jobs Act ▪ |
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| January 31, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2018 Versum Materials, Inc. (Exact name of registrant as specified in its charter) Delaware 1-37664 47-5632014 (State or other jurisdiction of incorporation) (Commission F |
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| January 31, 2018 |
EX-10.2 3 exhibit102.htm EXHIBIT 10.2 VERSUM MATERIALS, INC. AMENDED AND RESTATED SHORT-TERM INCENTIVE PLAN 1.Purpose of the Plan The purpose of this Versum Materials, Inc. Short-Term Incentive Plan is to enable the Company, its Subsidiaries, Affiliates and any Service Recipient to attract, retain, motivate and reward executive officers and key employees by providing short-term cash incentives and |
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| January 31, 2018 |
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 VERSUM MATERIALS, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan (as defined below) is to aid Versum Materials, Inc., a Delaware corporation (the “Company”) and its Subsidiaries and Affiliates in recruiting and retaining key employees, directors or other independent contractors and to motivate such employees, |
