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 company and a market leader in
advanced electroplating solutions, today announced that they have
received unconditional merger approval from China’s State
Administration for Market Regulation for MKS’ pending acquisition
of Atotech. The transaction has now received all required
regulatory clearances.
The acquisition, which is to be effected by means of a scheme of
arrangement under the laws of the Bailiwick of Jersey (the
“Scheme”), is anticipated to close on August 17, 2022, subject to
obtaining the required sanction by the Royal Court of Jersey and
the satisfaction of customary closing conditions. Ordinary shares
of Atotech will be de-listed from The New York Stock Exchange in
connection with the closing, and the last day of trading in such
shares is expected to be August 16, 2022.
A hearing of the Royal Court of Jersey to sanction the Scheme
has been scheduled to be held on August 15, 2022, at 10:00 a.m.
(London Time) at Royal Court House, Royal Square, St Helier,
Jersey, JE1 1JG. An updated expected timetable of principal events
relating to the transaction is set out below.
“We are pleased to have met all necessary regulatory conditions
required to complete the acquisition of Atotech,” said John T.C.
Lee, President and CEO of MKS. “We look forward to being able to
offer a comprehensive portfolio of 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 ordinary
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.
Expected timetable of principal events
Capitalized terms not defined in this announcement shall have
the meaning given in the scheme document published by Atotech on
September 28, 2021.
Event |
Expected time / date |
Court Sanction Hearing |
August 15, 2022 |
Last day of dealings in, and for registration of transfers of,
Atotech Shares |
D-1 Business Days |
Scheme Record Time |
5.00 p.m. (Eastern Time) / 10.00 p.m. (London Time) on D-1 Business
Day |
Effective Date of the Scheme |
August 17, 2022 “D”(1) |
Date for despatch of cheques/settlement for cash consideration
(including any cash entitlement in respect of fractional shares)
due under the Scheme |
D(2) |
Listing of, and commencement of dealings in, New MKS Shares on
Nasdaq |
by 9.30 a.m. (Eastern Time) / 2.30 p.m. (London Time) on D+1
Business Day(3) |
New MKS Shares credited by the Transfer Agent to Cede & Co., as
nominee for DTC (in respect of Atotech Shares held in book-entry
form through DTC) |
D+1 Business Day(3) |
New MKS Shares credited by the Transfer Agent in book-entry form on
its books or through DRS if the Scheme Shareholder is DRS-eligible
(in respect of Atotech Shares held in certificated or book-entry
form on books of the Transfer Agent) |
D+1 Business Day(3) |
Dispatch of statements of entitlement to New MKS Shares held
through DRS (in respect of Atotech Shares held in certificated or
book-entry form on books of the Transfer Agent) |
D+1 Business Day(3) |
Cancellation of listing of Atotech Shares on the NYSE |
D+11 Business Day |
Long Stop Date |
September 30, 2022(4) |
_________ |
(1) The Scheme will become effective pursuant to its terms upon the
Court Order being delivered to the Registrar of Companies.(2) The
Cash Consideration shall be settled in accordance with the terms of
the Scheme on or as soon as reasonably practicable following the
Effective Date (and in any event no later than 2 Business Days
following the Effective Date).(3) The Share Consideration shall be
settled in accordance with the terms of the Scheme as soon as
reasonably practicable following the Effective Date (and in any
event no later than 2 Business Days following the Effective
Date).(4) In accordance with the terms of the Implementation
Agreement, as amended, the Long Stop Date is September 30,
2022. |
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. We
primarily serve the semiconductor, advanced electronics and
specialty industrial markets. Additional information can be found
at www.mks.com.
About Atotech
Atotech is a leading specialty chemicals
technology company and a market leader in advanced electroplating
solutions. 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, has over 4,000
employees in more than 40 countries, with manufacturing operations
across Europe, the Americas, and Asia. In 2021, the company
generated revenues of $1.5 billion. With its well-established
innovative strength and industry-leading global TechCenter network,
Atotech delivers pioneering solutions combined with unparalleled
on-site support for over 8,000 customers worldwide. For more
information about Atotech, please visit us at 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, 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 complete the transaction; manufacturing and sourcing
risks, including the impact and duration of supply chain
disruptions, component shortages and price increases, and changes
in global demand and the impact of the COVID-19 pandemic with
respect to such disruptions, shortages and price increases; the
terms of MKS’ existing term loan, 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 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 and Atotech’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2021 and
any subsequent Reports on Form 6-K, 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 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 Contact:
Susanne Richter
Communications Director
+49 30 349 85 418
Email: press@atotech.com
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