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 the Royal
Court of Jersey sanctioned the scheme of arrangement to implement
MKS’ pending acquisition of Atotech. All material conditions to the
closing of the acquisition have now been satisfied and the closing
is scheduled for August 17, 2022, when the court order sanctioning
the scheme of arrangement will be delivered to the Registrar of
Companies for the Bailiwick of Jersey.
As previously announced on July 1, 2021, MKS entered into a
definitive agreement with Atotech (as amended, 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.
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.
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”) and the
expected timetable for completing the transaction 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 investor
relations websites at https://investor.mks.com and
https://investors.atotech.com, respectively, copies of materials
they file with, or furnish 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 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 Emails:
tom.davies@kekstcnc.com / jeremy.fielding@kekstcnc.com
Atotech Contact:Susanne
RichterCommunications Director+49 30 349 85 418Email:
press@atotech.com
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