MKS Instruments and Atotech Receive Royal Approval
ANDOVER, Mass. and BERLIN, Aug. 15, 2022 (GLOBE NEWSWIRE) — 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 market leader in advanced electroplating solutions, today announced that the Royal Court of Jersey has approved the plan of arrangement to implement implements the pending acquisition of Atotech by MKS. All material conditions to closing of the acquisition have now been satisfied and closing is expected to occur on August 17, 2022, at which time the court order sanctioning the plan 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 cash and 0.0552 one MKS ordinary share for each Atotech ordinary share.
As previously announced by Atotech, on November 3, 2021, the transaction was approved by Atotech shareholders at a meeting called pursuant to an order of the Royal Court of Jersey, and a special resolution to implement the transaction was passed. was adopted by the shareholders of Atotech during a general meeting Rencontre.
About MKS Instruments
MKS Instruments, Inc. is a global provider of process control instruments, systems, subsystems and solutions that measure, monitor, supply, 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 steam 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 manufacturing system solutions laser-based. We also provide services related to the maintenance and repair of our products, installation services and training. We primarily serve the semiconductor, advanced electronics and specialty industries markets. Additional information is available at www.mks.com.
Atotech is a leading specialty chemical technology company and a market leader in advanced electroplating solutions. Atotech provides chemicals, 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 many industrial and consumer applications such as automotive, heavy machinery and household appliances.
Atotech, headquartered in Berlin, Germany, has more than 4,000 employees in more than 40 countries, with manufacturing operations in Europe, America and Asia. In 2021, the company generated $1.5 billion in revenue. With its well-established force of innovation and its global network of industry-leading TechCenters, Atotech offers pioneering solutions combined with unparalleled on-site support for more than 8,000 customers worldwide. For more information about Atotech, visit us at www.atotech.com.
Safe Harbor for forward-looking statements
The statements contained in this press release regarding the proposed transaction between MKS and Atotech (the “Transaction”) and the expected timetable for the completion of the Transaction constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements which is not statements of historical fact (including statements containing the words “will”, “plans”, “intends”, “believes”, “plans”, “anticipates”, “expects “, “estimates”, “plans”, “continues” and similar expressions) should also be considered forward-looking statements. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those contained in the forward-looking statements set forth herein. Important factors that could cause actual events to differ materially from those set forth in the forward-looking statements include: the parties’ ability to complete the transaction, manufacturing and supply risks, including the impact and the 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’s existing term loan, the terms and availability of financing for the transaction, the substantial indebtedness that MKS expects to incur in connection with the transaction and the need to generate sufficient cash flow to ensure and repay that debt; MKS’s entry into Atotech’s chemical technology business, in which MKS has no experience and which may expose it to significant additional responsibilities; the risk of litigation related to the transaction; unforeseen costs, fees or expenses resulting from the transaction; the risk that the disruption of the transaction materially and adversely affects the respective businesses and operations of MKS and Atotech; restrictions during the term of the transaction that impact MKS’s 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 of the transaction will not be realized within the expected time frame or at all; competition from larger or more established companies in the companies’ respective markets; the ability of MKS to successfully grow Atotech’s business; potential adverse effects or changes in business relationships resulting from the pending or completion of the transaction; MKS’s ability to retain and hire key employees; legislative, regulatory and economic developments, including changing conditions affecting the markets in which MKS and Atotech operate, including fluctuations in capital expenditures in the semiconductor industry and other advanced manufacturing markets and fluctuations in sales to existing and potential customers of MKS and Atotech; the challenges, risks and costs of integrating the operations of companies acquired by MKS; MKS’s ability to anticipate and respond to customer demand; potential fluctuations in quarterly results; reliance on new product development; the rapid evolution of technologies and the market; acquisition strategy; share price volatility; international operations; financial risk management; and the other factors described in MKS’s Annual Report on Form 10-K for the year ended December 31, 2021 and all subsequent quarterly reports on Form 10-Q, and Atotech’s Annual Report on Form 20-F for fiscal year ended December 31, 2021 and all subsequent reports on Form 6-K, each as filed with the United States Securities and Exchange Commission (the “SEC”). Additional risk factors may be identified from time to time in future SEC filings. MKS and Atotech have no obligation and expressly disclaim any obligation to update or change 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 plan document and other documents filed by MKS or Atotech 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 the materials they deposit or supply to SECOND.
No offer or solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer, invitation or the solicitation of an offer or invitation to buy, acquire, subscribe, sell or otherwise transfer securities. , or the solicitation of a vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, and there will also be no sale, issue or transfer of securities in any jurisdiction in violation of applicable law. The proposed transaction will be implemented only pursuant to the plan of arrangement, subject to the terms and conditions of the implementation agreement, which contains the terms and conditions of the proposed transaction.