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MKS Instruments, Inc., a global provider of technologies that enable advanced processes and improve productivity, and Atotech Limited, a leading process chemicals technology and advanced electroplating solutions company, provided the following update on MKS’ previously announced pending acquisition of Atotech.
The pending acquisition has received the approval, or indication of imminent approval, from 12 out of 13 global antitrust regulatory authorities, which approvals are conditions to the closing of the transaction. In China, the remaining jurisdiction, MKS and Atotech are continuing to work constructively with the State Administration for Market Regulation (“SAMR”), and now anticipate closing the acquisition in the first quarter of 2022.
Completion of the transaction, which is to be effected by means of a scheme of arrangement under the laws of the Bailiwick of Jersey, is also subject to obtaining the required sanction by the Royal Court of Jersey and the satisfaction of customary closing conditions. The court hearing seeking such sanction is now expected to take place in the first quarter of 2022, rather than on December 22, 2021 as previously scheduled.
“We are pleased by the substantial progress that has been made in meeting the regulatory conditions required to complete the acquisition of Atotech,” said John T.C. Lee, President and CEO of MKS. “We look forward to combining our 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 common 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.
In accordance with the terms of the Implementation Agreement, the last date for completing the transaction will automatically be extended to March 31, 2022 to allow additional time for the outstanding approval in China to be received.
A further announcement relating to the expected timetable of principal events will be published by Atotech in due course by public announcement in the United States and by making such announcement available on Atotech’s website at https://investors.atotech.com.