As previously disclosed in the Report of Foreign Private Issuer on Form
6-K filed on July 1, 2021 by Atotech Limited, a Bailiwick of Jersey company (the Company), on July 1, 2021 the Company entered into a definitive agreement (the Implementation
Agreement) with MKS Instruments, Inc., a Massachusetts corporation (MKS), providing for, subject to the terms and conditions of the Implementation Agreement, the acquisition of the Company by MKS (the Acquisition),
which is expected to be implemented by means of a scheme of arrangement under the laws of Jersey. As previously disclosed in the Report of Foreign Private Issuer on Form 6-K, filed on September 28, 2021,
the Company announced the publication of a scheme document (the Scheme Document). Capitalized terms not defined herein shall have the meaning given to such term in the Scheme Document.
As previously disclosed in the Report of Foreign Private Issuer on Form 6-K, filed on November 3, 2021, the
Scheme was approved by the Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was passed by the Atotech Shareholders at the General Meeting.
On April 1, 2022, the Company, MKS, and Atotech Manufacturing, Inc., an indirect wholly-owned subsidiary of MKS, entered into an amendment to the
Implementation Agreement (the Amendment), providing for additional time for the satisfaction of certain closing conditions set forth in the Implementation Agreement, including approval of the Acquisition by the Royal Court of Jersey and
receipt of certain antitrust regulatory approvals (Clearances), such that the Long Stop Date (as defined in the Implementation Agreement) shall be extended from March 31, 2022 to September 30, 2022.
In addition, the Amendment amends certain provisions related to obtaining the Clearances, the timing of the closing date and the obligations of the parties
with respect to the debt financing contemplated in connection with the Acquisition and provides for the automatic termination of the Implementation Agreement if the closing has not occurred by the Long Stop Date.
The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, which is furnished hereto as Exhibit 2.1 and is incorporated herein by reference.
The Acquisition has received the approval from
12 out of 13 global antitrust regulatory authorities. The parties are continuing to work constructively with the State Administration of Market Regulation in China with respect the remaining regulatory approval. Completion of the Acquisition is also
subject to obtaining the required sanction of the Scheme by the Royal Court of Jersey and satisfaction of customary closing conditions. On April 1, 2022, the Company issued a press release regarding the matters discussed above. A copy of the
press release is furnished as Exhibit 99.1 hereto.
On April 1, 2022, the Company issued a press release announcing the release date for its financial and
operating results for the fourth quarter and year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.2 hereto.
Exhibits
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Exhibit Number |
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Description |
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2.1 |
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Amendment to the Implementation Agreement, dated as of April 1, 2022, by and among Atotech Limited, MKS Instruments, Inc. and Atotech Manufacturing, Inc. |
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99.1 |
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Press Release, dated April 1, 2022, issued by Atotech Limited regarding Acquisition. |
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99.2 |
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Press Release, dated April 1, 2022, issued by Atotech Limited regarding financial and operating results release date. |
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between the Company and MKS, the expected timetable for completing the transaction, future
financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about the Companys or MKS managements future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking