MKS Instruments, Inc. (NASDAQ: MKSI) (“MKS”), a global
provider of technologies that enable advanced processes and improve
productivity, today announced the completion of the previously
announced acquisition of Atotech Limited (NYSE: ATC) (“Atotech”)
for approximately $4.4 billion in cash and MKS common stock.
Atotech is a global leader in process chemicals, equipment,
software and services for printed circuit boards, semiconductor IC
packaging, and surface finishing.
“The acquisition of Atotech positions MKS to accelerate roadmaps
for future generations of advanced electronics devices,” said John
T.C. Lee, President and CEO of MKS. “By combining leading
capabilities in lasers, optics, motion and now process chemistry,
MKS is set to be a leader in the next frontier for miniaturization
and complexity: Optimizing the InterconnectSM, a significant
enabling point of next-generation advanced electronics. Atotech’s
leadership in functional and decorative surface finishing will also
extend MKS’ product offering for industrial applications and grow
our market reach. I could not be more excited to welcome the
Atotech team to the MKS family.”
The acquisition was effected by means of a scheme of arrangement
under the laws of the Bailiwick of Jersey (the “Scheme”). As
previously announced, on August 15, 2022, the Royal Court of Jersey
issued a court order (the “Court Order”) sanctioning the Scheme.
Completion of the acquisition occurred earlier today upon the Court
Order being delivered to the registrar of companies for the
Bailiwick of Jersey.
Accretion Expectations
The combination of MKS and Atotech creates a company with pro
forma revenue of $4.5 billion for the twelve months ended June 30,
2022. As a result of higher interest rates on debt financing
compared to the time the transaction was originally announced in
July 2021, as well as the impact of the current macroeconomic and
inflationary environment on our business, MKS currently anticipates
the acquisition will be accretive to Non-GAAP diluted net earnings
per share for the full fiscal year 2024.
About MKS Instruments
MKS Instruments enables technologies that transform our world.
We deliver foundational technology solutions to leading edge
semiconductor manufacturing, advanced electronics and specialty
industrial applications. We apply our broad science and engineering
capabilities to create instruments, subsystems, systems, process
control solutions and specialty chemicals technology that improve
process performance, optimize productivity and enable unique
innovations for many of the world’s leading technology and
industrial companies. Our solutions are critical to addressing the
challenges of miniaturization and complexity in advanced device
manufacturing by enabling increased power, speed and feature
enhancement for optimized connectivity. Our solutions are also
critical to addressing ever-increasing performance requirements
across a wide array of specialty industrial applications.
Additional information can be found at https://www.mks.com.
Presentation of Combined Financial
Information
The pro forma revenue for the twelve months ended June 30, 2022
set forth herein has not been prepared in accordance with Article
11 of Regulation S-X but rather represents a combination of MKS’
results with the results of Atotech. Atotech financial information
has not been conformed to the accounting principles and accounting
policies followed by MKS. Combined financial information pursuant
to Article 11 could differ materially from the combined information
presented herein.Use of Non-GAAP Financial
Measures
This press release discussed Non-GAAP diluted net earnings per
share, a financial measure that is not in accordance with GAAP.
Non-GAAP diluted net earnings per share should be viewed in
addition to, and not as a substitute for, MKS’ reported GAAP
diluted net income per share, and may be different from Non-GAAP
diluted net earnings per share used by other companies. In
addition, Non-GAAP diluted net earnings per share is not based on
any comprehensive set of accounting rules or principles. MKS
management believes the presentation of Non-GAAP diluted net
earnings per share is useful to investors for analyzing ongoing
business trends and operating results.
MKS is not providing a quantitative reconciliation of
forward-looking Non-GAAP diluted net earnings per share to GAAP
diluted net income per share because it is unable to estimate with
reasonable certainty the ultimate timing or amount of certain
significant items without unreasonable efforts. These items
include, but are not limited to, acquisition and integration costs,
acquisition inventory step-up, amortization of intangible assets,
restructuring and other expense, asset impairment, debt issuance
costs and the income tax effect of these items. These items are
uncertain, depend on various factors, and could have a material
impact on GAAP reported results for the relevant period.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding MKS’ acquisition of
Atotech (the “acquisition”), future financial and operating results
and metrics for the combined company, benefits and synergies of the
acquisition, 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 substantial indebtedness MKS incurred in connection with
the acquisition and the need to generate sufficient cash flows to
service and repay such debt; the terms of MKS' existing credit
facilities, under which MKS incurred 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 acquisition;
unexpected costs, charges or expenses resulting from the
acquisition; the risk that disruption from the acquisition
materially and adversely affects the respective businesses and
operations of MKS and Atotech; the ability of MKS to realize the
anticipated synergies, cost savings and other benefits of the
acquisition, including the risk that the anticipated benefits from
the acquisition 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 completion of the
acquisition; 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
increases; 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 Atotech and the other companies
MKS has previously acquired or acquires in the future; 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 in
Atotech’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2021, each as filed with the U.S. Securities and
Exchange Commission (the “SEC”). Additional risk factors may be
identified from time to time in MKS’ 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
Susanne RichterCommunications DirectorTelephone: +49 30 349 85
418Email: press@atotech.compress@atotech.com Tom
Davies / Jeremy FieldingKekst CNC Emails:
tom.davies@kekstcnc.com / jeremy.fielding@kekstcnc.com
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