MKS Instruments, Atotech Receive China Antitrust Clearance for Pending Acquisition of Atotech

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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 company and a market leader in advanced electroplating solutions, announced that they have received unconditional merger approval from China’s State Administration for Market Regulation for MKS’ pending acquisition of Atotech. The transaction has now received all required regulatory clearances.

The acquisition, which is to be effected by means of a scheme of arrangement under the laws of the Bailiwick of Jersey (the “Scheme”), is anticipated to close on August 17, 2022, subject to obtaining the required sanction by the Royal Court of Jersey and the satisfaction of customary closing conditions. Ordinary shares of Atotech will be de-listed from The New York Stock Exchange in connection with the closing, and the last day of trading in such shares is expected to be August 16, 2022.

A hearing of the Royal Court of Jersey to sanction the Scheme has been scheduled to be held on August 15, 2022, at 10:00 a.m. (London Time) at Royal Court House, Royal Square, St Helier, Jersey, JE1 1JG. An updated expected timetable of principal events relating to the transaction is set out below.

“We are pleased to have met all necessary regulatory conditions required to complete the acquisition of Atotech,” said John T.C. Lee, President and CEO of MKS. “We look forward to being able to offer a comprehensive portfolio of 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 ordinary 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.

 

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