MKS Instruments Provides Update on Pending Acquisition of Atotech
April 01 2022 - 8:30AM
MKS Instruments, Inc. (NASDAQ: MKSI) (“MKS”), a global
provider of technologies that enable advanced processes and improve
productivity, today announced that it has agreed with Atotech
Limited (NYSE: ATC) (“Atotech”) to extend the date for completing
MKS’ previously announced and pending acquisition of Atotech to
September 30, 2022 from March 31, 2022. The extension is intended
to allow additional time for the regulatory approval from China’s
State Administration for Market Regulation (“SAMR”). The parties
recently withdrew and refiled their notice of acquisition with SAMR
to allow SAMR more time to complete its review. The transaction has
received approval from the 12 other global antitrust regulatory
authorities for which approval is a condition to closing.
The extension of the agreement is supported by a financing
commitment from J.P. Morgan and Barclays Bank PLC.
“We are encouraged by the progress we have made on the China
regulatory review to date and we look forward to continuing to work
with SAMR,” said John T.C. Lee, President and CEO of MKS. “We
remain very excited about this transaction. By uniting our
proprietary laser processing and Atotech’s chemistry technology
expertise, we hope to enhance the breadth of our innovation
capabilities and accelerate customer roadmaps in this era of
miniaturization and complexity.”
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.
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. The
extension of the date for completing the acquisition did not change
the consideration under the definitive agreement and the final
value of the consideration will be determined at the time of the
closing of the transaction. MKS intends to fund the cash portion of
the transaction with a combination of available cash on hand and
committed debt financing.
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.
Separately, MKS also provided an update on the impact of recent
geopolitical events, confirming that its exposure to Ukraine and
Russia is immaterial to operations and financial results, and is
expected to be immaterial on a combined company basis as well.
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.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding the pending
transaction, the ability to close the transaction, the impact of
geopolitical events in Russia and Ukraine on operations 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,
component shortages and price increases; the terms of MKS’ existing
loan facilities; the terms and availability of financing for the
transaction; the substantial indebtedness MKS 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; 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, 2021 and any subsequent
Quarterly Reports on Form 10-Q, each as filed with the
U.S. Securities and Exchange Commission (the “SEC”). Additional
risk factors may be identified from time to time in future filings
with the SEC. MKS is under no obligation to, and expressly
disclaims 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.
MKS Contacts:
Investor Relations:David RyzhikVice President, Investor
RelationsTelephone: +1
(978) 557-5180Email: david.ryzhik@mksinst.com
Press Relations:Bill CaseySenior Director, Marketing
CommunicationsTelephone: +1
(630) 995-6384Email: bill.casey@mksinst.com
Tom Davies / Jeremy FieldingKekst CNCEmails:
tom.davies@kekstcnc.com / jeremy.fielding@kekstcnc.com
Atotech (NYSE:ATC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Atotech (NYSE:ATC)
Historical Stock Chart
From Sep 2023 to Sep 2024