MKS Instruments, Inc. (NASDAQ: MKSI) (“MKS”), a global
provider of technologies that enable advanced processes and improve
productivity, and Atotech Limited (NYSE: ATC) (“Atotech”), a
leading process chemicals technology and advanced electroplating
solutions company, today provided the following update on MKS’
previously announced pending acquisition of Atotech.
The pending acquisition has received the approval, or indication
of imminent approval, from 12 out of 13 global antitrust regulatory
authorities, which approvals are conditions to the closing of the
transaction. In China, the remaining jurisdiction, MKS and Atotech
are continuing to work constructively with the State Administration
for Market Regulation (“SAMR”), and now anticipate closing the
acquisition in the first quarter of 2022.
Completion of the transaction, which is to be effected by means
of a scheme of arrangement under the laws of the Bailiwick of
Jersey, is also subject to obtaining the required sanction by the
Royal Court of Jersey and the satisfaction of customary closing
conditions. The court hearing seeking such sanction is now expected
to take place in the first quarter of 2022, rather than on December
22, 2021 as previously scheduled.
“We are pleased by the substantial progress that has been made
in meeting the regulatory conditions required to complete the
acquisition of Atotech,” said John T.C. Lee, President and CEO of
MKS. “We look forward to combining our capabilities in lasers,
optics, motion and process chemistry to drive faster, better
solutions and innovations for customers in advanced
electronics.”
As previously announced on July 1, 2021, MKS entered into a
definitive agreement with Atotech (the “Implementation Agreement”)
pursuant to which MKS will acquire Atotech for $16.20 in cash and
0.0552 of a share of MKS common stock for each Atotech common
share. At the time of the announcement, the equity value of the
transaction was approximately $5.1 billion and the enterprise value
of the transaction was approximately $6.5 billion.
As previously announced by Atotech, on November 3, 2021 the
transaction was approved by Atotech shareholders at a meeting
convened pursuant to an order of the Royal Court of Jersey and a
special resolution to implement the transaction was passed by
Atotech shareholders at a general meeting.
In accordance with the terms of the Implementation Agreement,
the last date for completing the transaction will automatically be
extended to March 31, 2022 to allow additional time for the
outstanding approval in China to be received.
A further announcement relating to the expected timetable of
principal events will be published by Atotech in due course by
public announcement in the United States and by making such
announcement available on Atotech’s website at
https://investors.atotech.com.
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,
temperature sensing, 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, and research and defense.
Additional information can be found
at www.mksinst.com.
About Atotech
Atotech is a leading specialty chemicals technology and advanced
electroplating solutions company. Atotech delivers chemistry,
equipment, software, and services for innovative technology
applications through an integrated systems-and-solutions approach.
Atotech solutions are used in a wide variety of end-markets,
including smartphones and other consumer electronics,
communications infrastructure, and computing, as well as in
numerous industrial and consumer applications such as automotive,
heavy machinery, and household appliances.
Atotech, headquartered in Berlin, Germany, is a team of 4,000
experts in over 40 countries generating annual revenue of
$1.2 billion in 2020. Atotech has manufacturing operations
across Europe, the Americas, and Asia. With its well-established
innovative strength and industry leading global TechCenter network,
Atotech delivers pioneering solutions combined with unparalleled
on-site support for over 9,000 customers worldwide. For more
information about Atotech, please visit www.atotech.com.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between MKS and Atotech (the “transaction”), the
expected timetable for completing the transaction, the ability to
close the transaction or the business impact of any mandated
conditions to close the transaction, future financial and operating
results and metrics for the combined company, benefits and
synergies of 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 ability of the parties to
obtain the required regulatory approval of SAMR and meet other
closing conditions required to complete the transaction;
manufacturing and sourcing risks, including the impact and duration
of supply chain disruptions and component shortages; the terms of
MKS’ existing term loan, the terms and availability of financing
for the transaction, the substantial indebtedness the Company
expects to incur in connection with the transaction and the need to
generate sufficient cash flows to service and repay such debt; MKS’
entry into Atotech’s chemicals technology business, in which MKS
does not have experience and which may expose it to significant
additional liabilities; the risk of litigation relating to the
transaction; unexpected costs, charges or expenses resulting from
the transaction; the risk that disruption from the transaction
materially and adversely affects the respective businesses and
operations of MKS and Atotech; restrictions during the pendency of
the transaction that impact MKS’ or Atotech’s ability to pursue
certain business opportunities or other strategic transactions; the
ability of MKS to realize the anticipated synergies, cost savings
and other benefits of the transaction, including the risk that the
anticipated benefits from the transaction may not be realized
within the expected time period or at all; competition from larger
or more established companies in the companies’ respective markets;
MKS’ ability to successfully grow Atotech’s business; potential
adverse reactions or changes to business relationships resulting
from the pendency or completion of the transaction; the ability of
MKS to retain and hire key employees; legislative, regulatory and
economic developments, including changing conditions affecting the
markets in which MKS and Atotech operate, including the
fluctuations in capital spending in the semiconductor industry and
other advanced manufacturing markets and fluctuations in sales to
MKS’ and Atotech’s existing and prospective customers; the
challenges, risks and costs involved with integrating the
operations of the companies MKS acquires; the impact of the
COVID-19 pandemic and related private and public measures on
Atotech’s business; the ability of MKS to anticipate and meet
customer demand; potential fluctuations in quarterly results;
dependence on new product development; rapid technological and
market change; acquisition strategy; volatility of stock price;
international operations; financial risk management; and the other
factors described in MKS’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 and any subsequent Quarterly Reports
on Form 10-Q, and Atotech’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2020 and any subsequent Reports on
Form 6-K, each as filed with the U.S. Securities and Exchange
Commission. MKS and Atotech are under no obligation to, and
expressly disclaim any obligation to, update or alter these
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this press
release.
Additional Information and Where to Find It
Shareholders may obtain a free copy of the scheme document and
other documents MKS or Atotech file with the SEC (when available)
through the website maintained by the SEC at www.sec.gov. MKS and
Atotech will also make available free of charge on their respective
investor relations websites at https://investor.mksinst.com or
https://investors.atotech.com, respectively, copies of materials it
files with, or furnishes to, the SEC.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
The proposed transaction will be implemented solely pursuant to
the scheme of arrangement, subject to the terms and conditions of
the Implementation Agreement, which contains the terms and
conditions of the proposed transaction.
MKS Contacts: Investor
Relations: David Ryzhik Vice President,
Investor Relations Telephone: (978)
557-5180 Email: david.ryzhik@mksinst.com Press
Relations: Bill Casey Senior Director,
Marketing Communications Telephone: (630)
995-6384 Email: bill.casey@mksinst.com Tom
Davies / Jeremy Fielding Kekst CNC Emails:
tom.davies@kekstcnc.com /
jeremy.fielding@kekstcnc.com
Atotech Contacts: Investor
Relations & Communications:Sarah SprayVice President, Global
Head of Investor Relations & Communications+1
803.504.4731Email: sarah.spray@atotech.com
Susanne RichterCommunications Director+49 30 349 85 418Email:
press@atotech.com
Patrick Ryan (USA) / Ruediger Assion (Germany)Edelman Emails:
patrick.ryan@edelman.com / ruediger.assion@edelman.com
Atotech (NYSE:ATC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Atotech (NYSE:ATC)
Historical Stock Chart
From Oct 2023 to Oct 2024