Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements based on current assumptions and forecasts made by Versum Materials, Inc.
(Versum) management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates
given here. These factors include the following: Merck KGaA, Darmstadt, Germanys ability to successfully complete the proposed acquisition of Versum or realize the anticipated benefits of the proposed transaction in the expected time-frames or
at all; Merck KGaA, Darmstadt, Germanys ability to successfully integrate Versums operations into those of Merck KGaA, Darmstadt, Germany; such integration may be more difficult, time-consuming or costly than expected; the failure to
obtain Versums stockholders approval of the proposed transaction; the failure of any of the conditions to the proposed transaction to be satisfied; revenues following the proposed transaction may be lower than expected; operating costs,
customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction; the retention of
certain key employees at Versum; risks associated with the disruption of managements attention from ongoing business operations due to the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the
impact of the proposed transaction on Versums credit rating; the parties ability to meet expectations regarding the timing and completion of the proposed transaction; delays in obtaining any approvals required for the proposed
transaction or an inability to obtain them on the terms proposed or on the anticipated schedule; the impact of indebtedness incurred by Merck KGaA, Darmstadt, Germany, in connection with the proposed transaction; the effects of the business
combination of Versum and Merck KGaA, Darmstadt, Germany, including the combined companys future financial condition, operating results, strategy and plans; and other factors discussed in Merck KGaA, Darmstadt, Germanys public reports
which are available on the Merck KGaA, Darmstadt, Germany, website at www.emdgroup.com or in Versums Annual Report on Form
10-K
filed with the U.S. Securities and Exchange Commission (the
SEC) for the fiscal year ended on September 30, 2018 and Versums other filings with the SEC, which are available at http://www.sec.gov and Versums website at www.versummaterials.com. Except as otherwise required by law,
Versum assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the
date hereof.
Additional Important Information and Where to Find It
This communication relates to the proposed merger transaction involving Versum and Merck KGaA, Darmstadt, Germany. In connection with the
proposed merger, Versum and Merck KGaA, Darmstadt, Germany, intend to file relevant materials with the SEC, including Versums proxy statement on Schedule 14A (the Proxy Statement). This