MKS Instruments Confirms Revised Offer to Acquire Coherent for $250 per Share
March 08 2021 - 09:25AM
MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of
technologies that enable advanced processes and improve
productivity, today confirmed that it had submitted a revised offer
on Friday March 5, 2021 to acquire all outstanding shares of
Coherent, Inc. for $250 per share, composed of $135 in cash and
$115 in shares of MKS common stock (subject to a symmetrical 10%
collar).
“We respect the Coherent Board’s determination, though we are
disappointed that they did not declare ours to be a superior
offer,” said John T.C. Lee, President and CEO of MKS. “We have
always been focused on long-term value creation. We continue to
believe that MKS is the best partner for Coherent, and our analysis
with respect to synergies, leverage, and dilution gives us
confidence that the near- and long-term value creation of our offer
exceeds that of the competing offers. However, we remain
disciplined acquirers.”
Lazard and Barclays are acting as MKS’ financial advisors and
WilmerHale LLP is serving as MKS’ legal advisor. Barclays is
providing committed debt financing for the proposed
transaction.
About MKS Instruments MKS Instruments, Inc. is
a global provider of instruments, systems, subsystems and process
control solutions that measure, monitor, deliver, analyze, power
and control critical parameters of advanced manufacturing processes
to improve process performance and productivity for our customers.
Our products are derived from our core competencies in pressure
measurement and control, flow measurement and control, gas and
vapor delivery, gas composition analysis, electronic control
technology, reactive gas generation and delivery, power generation
and delivery, vacuum technology, lasers, photonics, optics,
precision motion control, vibration control and laser-based
manufacturing systems solutions. We also provide services relating
to the maintenance and repair of our products, installation
services and training. Our primary served markets include
semiconductor, industrial technologies, life and health sciences,
research and defense. Additional information can be found at
www.mksinst.com.
Safe Harbor For Forward-Looking Statements
Statements in this press release regarding the proposed transaction
between MKS and Coherent, future financial and operating results,
benefits and synergies of the transaction, financing for the
transaction, future opportunities for the combined company and any
other statements about MKS management’s future expectations,
beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words “will,”
“projects,” “intends,” “believes,” “plans,” “anticipates,”
“expects,” “estimates,” “forecasts,” “continues” and similar
expressions) should also be considered to be forward-looking
statements. These statements are only predictions based on current
assumptions and expectations. Actual events or results may differ
materially from those in the forward-looking statements set forth
herein. Among the important factors that could cause actual events
to differ materially from those in the forward-looking statements
are: the ultimate outcome of discussions between MKS and Coherent,
including the possibility that Coherent will ultimately reject a
transaction with MKS; the ability of the parties to complete a
transaction; the risk that the conditions to the closing of any
transaction, including receipt of required regulatory approvals and
approval of MKS’ and Coherent’s respective stockholders, are not
satisfied in a timely manner or at all; litigation relating to the
transaction; unexpected costs, charges or expenses resulting from
the transaction; the risk that disruption from the proposed
transaction materially and adversely affects the respective
businesses and operations of MKS and Coherent; the ability of MKS
to realize the anticipated synergies, cost savings and other
anticipated benefits of the proposed transaction, including the
risk that the anticipated benefits from the proposed transaction
may not be realized within the expected time period or at all;
potential adverse reactions or changes to business relationships
resulting from the announcement, pendency or completion of the
transaction; the ability of MKS to retain and hire key employees;
legislative, regulatory and economic developments; changing
conditions affecting the markets in which MKS operates, including
the fluctuations in capital spending in the semiconductor industry
and other advanced manufacturing markets; fluctuations in sales to
MKS’ and Coherent’s existing and prospective customers; the impact
of the COVID-19 pandemic on the global economy and financial
markets, including any restrictions on MKS’ or Coherent’s
operations and the operations of their respective customers and
suppliers resulting from public health requirements and government
mandates; the terms of MKS’ term loan and the availability and
terms of the financing to be incurred in connection with the
transaction; competition from larger or more established companies
in MKS’ and Coherent’s respective markets; MKS’ ability to
successfully grow the businesses of the combined company; the
challenges, risks and costs involved with integrating the
businesses of MKS and Coherent; potential fluctuations in quarterly
results; dependence on new product development; rapid technological
and market change; acquisition strategy; manufacturing and sourcing
risks; volatility of stock price; international operations;
financial risk management; and the other factors described in MKS’
most recent Form 10-K report filed by MKS with the U.S. Securities
and Exchange Commission (the “SEC”). Additional risk factors may be
identified from time to time in MKS’ future filings. The
forward-looking statements included in this press release speak
only as of the date hereof, and MKS does not undertake any
obligation to update these forward-looking statements to reflect
subsequent events or circumstances, except as otherwise required by
securities and other applicable laws.
Additional Information and Where to Find ItThis
communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a
proposal which MKS has made for a business combination transaction
with Coherent. In furtherance of this proposal and subject to
future developments, MKS (and, if a negotiated transaction is
agreed to, Coherent) may file one or more registration statements,
prospectuses, proxy statements or other documents with
the SEC. This communication is not a substitute for any
registration statement, prospectus, proxy statement or other
document MKS and/or Coherent may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF MKS AND COHERENT ARE URGED TO READ THE REGISTRATION
STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Any definitive proxy statement (if and when
available) will be mailed to stockholders of Coherent and MKS.
Investors and security holders will be able to obtain free copies
of these documents (if and when available) and other documents
filed with the SEC by MKS through the web site maintained
by the SEC at http://www.sec.gov.
Participants in the SolicitationMKS and certain
of its directors and executive officers may be deemed to be
participants in any solicitation with respect to the proposed
transaction under the rules of the SEC. Information regarding
the interests of these participants in any such proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in any proxy
statement and other relevant materials to be filed with
the SEC if and when they become available. Additional
information regarding MKS’ directors and executive officers is
included in MKS’ most recent definitive proxy statement, which was
filed with the SEC on March 27, 2020. These
documents can be obtained free of charge from the sources indicated
above.
MKS Contacts:Investor Relations:David
RyzhikVice President, Investor RelationsTelephone: (978)
557-5180Email: david.ryzhik@mksinst.com
Press Relations:Bill CaseySenior Director, Marketing
CommunicationsTelephone: (630)
995-6384Email: bill.casey@mksinst.com
Tom Davies / Jeremy FieldingKekst CNC Press LiaisonsEmails:
tom.davies@kekstcnc.com / jeremy.fielding@kekstcnc.com
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