Air Products Approves Separation of Versum Materials

Air Products announced that its Board of Directors has approved the completion of the previously announced separation of Air Products’ Electronic Materials Division from the remaining businesses of Air Products to form Versum Materials, Inc.
 
Transaction Information
The Board of Directors of Air Products today declared a pro rata dividend of all the outstanding common stock of Versum. This dividend is expected to be paid on Oct. 1, 2016 to Air Products stockholders of record as of the close of business on Sept. 21, 2016. The dividend remains subject to the satisfaction of the conditions described in Versum’s previously filed Registration Statement on Form 10. Air Products may also cancel the dividend if, at any time prior to the dividend, the Air Products Board of Directors determines, in its sole discretion, that it is inadvisable to effect the dividend.
 
In connection with the separation, Air Products stockholders will receive one share of Versum common stock for every two shares of Air Products common stock they hold on the record date. Fractional shares of Versum common stock will not be distributed to Air Products stockholders. Instead, the fractional shares of Versum common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Air Products stockholders who otherwise would have received fractional shares of Versum common stock.
 
No action is required by any Air Products stockholders to receive the applicable number of shares of Versum common stock (and, if applicable, cash in lieu of any fractional shares). Air Products registered stockholders who hold Air Products common stock on the record date will receive a book-entry account statement reflecting their ownership of Versum common stock, which will be mailed a few days after the distribution.
 
Expected Trading in Shares of Air Products and Versum
Air Products also announced that it expects “when-issued” trading of Versum common stock to begin on Sept. 19, 2016 on the New York Stock Exchange (NYSE), under the symbol “VSM WI.” “Regular way” trading of Versum common stock is expected to begin on the NYSE on Oct. 3, 2016, under the symbol “VSM.”
 
The “when-issued” trading market is a market for trading Versum common stock prior to the beginning of “regular way” trading of Versum on the NYSE on October 3, 2016. Stockholders who own Air Products common stock at the close of business on the record date will be entitled to Versum common stock distributed pursuant to the distribution and may trade this entitlement to shares of Versum common stock, without Air Products common stock they own, on the “when-issued” market.
 
Shares of Air Products common stock will continue to trade “regular way” on the NYSE under the symbol “APD” through and after the Oct. 1, 2016 distribution date. Air Products also expects that beginning Sept. 19, 2016, there will also be trading “ex-distribution” under the symbol “APD WI.” Prior to the distribution date, shares of Air Products common stock that trade in the “regular-way” market will trade with the right to receive shares of Versum common stock on the distribution date. Shares of Air Products common stock that trade in the “ex-distribution” market will trade without the right to receive shares of Versum common stock on the distribution date.
 
Adjustment to Air Products’ Dividend Record Date
In July 2016, the Board of Directors of Air Products declared an Air Products quarterly dividend of 86 cents per share of common stock, which is payable on Nov. 14, 2016. The previously announced record date for this dividend was Oct. 3, 2016. To allow settlement of “when issued” trading to occur prior to the quarterly dividend record date, the quarterly dividend record date has been delayed. The Air Products Nov. 14, 2016 dividend will now be payable to stockholders of record at the close of business on Oct. 11, 2016, rather than on Oct. 3, 2016.
 
With $1 billion in sales in fiscal 2015, Versum Materials has approximately 1,900 employees, and 14 manufacturing and six research and development facilities in the Americas and Asia. Versum Materials is comprised of two primary business segments, Materials (74% of fiscal 2015 revenues) and Delivery Systems and Services (26% of fiscal 2015 revenues). It participates in six of seven key semiconductor process steps, supplying high purity specialty process gases, cleaners and etchants, slurries, organosilanes and organometallics deposition films, and equipment.