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 InstrumentsMKS 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 AtotechAtotech 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
StatementsStatements 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
ItShareholders 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 SolicitationThis 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.
Contact:
Susanne Richter
Communications Director
+49 30 349 85 418
press@atotech.com
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