Transaction Expected to Close on July 6,
2022
Entegris, Inc. (NASDAQ: ENTG) and CMC Materials, Inc. (NASDAQ:
CCMP) today announced that China’s State Administration for Market
Regulation has given antitrust clearance for Entegris’ previously
announced acquisition of CMC Materials. The transaction has now
received all required regulatory clearances. Entegris and CMC
Materials anticipate that the transaction will close on or about
July 6, 2022, subject to the satisfaction of the remaining
customary closing conditions.
The parties announced their agreement for Entegris to acquire
CMC Materials in a cash and stock transaction on December 15, 2021.
The transaction brings together two highly complementary
portfolios, creating the industry’s most comprehensive and
innovative electronic materials offering.
About Entegris
Entegris is a world-class supplier of advanced materials and
process solutions for the semiconductor and other high-tech
industries. Entegris has approximately 6,800 employees throughout
its global operations and is ISO 9001 certified. It has
manufacturing, customer service and/or research facilities in the
United States, Canada, China, France, Germany, Israel, Japan,
Malaysia, Singapore, South Korea and Taiwan. Additional information
can be found at www.entegris.com.
About CMC Materials, Inc.
CMC Materials, Inc., headquartered in Aurora, Illinois, is a
leading global supplier of consumable materials primarily to
semiconductor manufacturers. The company’s products play a critical
role in the production of advanced semiconductor devices, helping
to enable the manufacture of smaller, faster and more complex
devices by its customers. CMC Materials, Inc. is also a leading
provider of performance materials to pipeline operators. The
company's mission is to create value by delivering high-performing
and innovative solutions that solve its customers’ challenges. The
company has approximately 2,200 employees globally. For more
information about CMC Materials, Inc., visit www.cmcmaterials.com,
or contact Colleen Mumford, Vice President, Communications and
Marketing, at 630-499-2600.
Additional Information about the Acquisition and Where to
Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between Entegris and CMC. In
connection with the proposed transaction Entegris filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “Registration Statement”) that included
a proxy statement of CMC and that also constitutes a prospectus of
Entegris. Each of Entegris and CMC may also file other relevant
documents with the SEC regarding the proposed transaction. This
document is not a substitute for the proxy statement/prospectus or
Registration Statement or any other document that Entegris or CMC
may file with the SEC. The Registration Statement was declared
effective by the SEC on January 28, 2022 and CMC commenced mailing
of the definitive proxy statement/prospectus to its stockholders on
or about January 28, 2022. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain free copies of these documents and other
documents containing important information about Entegris and CMC,
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Entegris are available free of
charge on Entegris’ website at http://Entegris.com or by contacting
Entegris’ Investor Relations Department by email at
irelations@Entegris.com or by phone at +1 978-436-6500. Copies of
the documents filed with the SEC by CMC will be available free of
charge on CMC’s website at www.CMCmaterials.com/investors or by
contacting CMC’s Investor Relations Department by email at
investors@CMCmaterials.com by phone at +1 630-499-2600.
Cautionary Note on Forward Looking Statements
This communication may contain statements that are not
historical facts and are “forward-looking statements” within the
meaning of U.S. securities laws. The words “believe,” “continue,”
“could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,”
“project,” “should,” “may,” “will,” “would” or the negative thereof
and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements may
include statements about: the ability of Entegris and the Entegris
Escrow Corporation to consummate the proposed notes offering; the
impact of the COVID-19 pandemic on Entegris’ operations and
markets, including supply chain issues related thereto; future
period guidance or projections; Entegris’ performance relative to
its markets, including the drivers of such performance; market and
technology trends, including the duration and drivers of any growth
trends and the impact of the COVID-19 pandemic on such trends; the
development of new products and the success of their introductions;
the focus of Entegris’ engineering, research and development
projects; Entegris’ ability to execute on its business strategies,
including with respect to Entegris’ expansion of its manufacturing
presence in Taiwan; Entegris’ capital allocation strategy, which
may be modified at any time for any reason, including share
repurchases, dividends, debt repayments and potential acquisitions;
the impact of the acquisitions Entegris has made and commercial
partnerships it has established; future capital and other
expenditures, including estimates thereof; Entegris’ expected tax
rate; the impact, financial or otherwise, of any organizational
changes; the impact of accounting pronouncements; quantitative and
qualitative disclosures about market risk; anticipated leadership,
operating model, results of operations, and business strategies of
Entegris, CMC and the combined company; anticipated benefits of the
proposed transaction; the anticipated impact of the proposed
transaction on Entegris’ and CMC’s business and future financial
and operating results; the expected amount and timing of synergies
from the proposed transaction; the anticipated closing date for the
proposed transaction and other aspects of CMC’s and Entegris’
operations or operating results; and other matters.
These forward-looking statements are based on current management
expectations and assumptions only as of the date of this
communication, are not guarantees of future performance and involve
known and unknown risks and uncertainties (many of which are beyond
Entegris’ and CMC’s control and are difficult to predict) that
could cause actual results of Entegris, CMC and/or the combined
company following the closing of proposed transaction to differ
materially and adversely from the results expressed in, or implied
by, these forward-looking statements. These risks and uncertainties
include, but are not limited to: (i) weakening of global and/or
regional economic conditions, generally or specifically in the
semiconductor industry, which could decrease the demand for
Entegris’ and CMC’s products and solutions; (ii) Entegris’ and
CMC’s ability to meet rapid demand shifts; (iii) Entegris’ and
CMC’s ability to continue technological innovation and introduce
new products to meet customers’ rapidly changing requirements; (iv)
Entegris’ and CMC’s ability to protect and enforce intellectual
property rights; (v) operational, political and legal risks of
Entegris’ and CMC’s international operations; (vi) Entegris’ debt
profile after giving effect to the proposed transaction; (vii) the
increasing complexity of certain manufacturing processes; (viii)
raw material shortages, supply and labor constraints and price
increases; (ix) changes in government regulations of the countries
in which Entegris and CMC operate; (x) the imposition of tariffs,
export controls and other trade laws and restrictions and changes
foreign and national security policy, especially as they relate to
China and as may arise with respect to recent developments
regarding Russia and Ukraine; (xi) the fluctuation of currency
exchange rates; fluctuations in the market price of Entegris’
stock; (xii) the level of, and obligations associated with,
Entegris’ indebtedness, including the notes, and the risks related
to holding the notes; (xiii) the impact of public health crises,
such as pandemics (including coronavirus (COVID-19)) and epidemics
and any related company or government policies and actions to
protect the health and safety of individuals or government policies
or actions to maintain the functioning of national or global
economies and markets; (xiv) the ongoing conflict between Russia
and Ukraine and the global response to it; and (xv) the other risk
factors and additional information described in Entegris’ filings
with the SEC. In addition, risks that could cause actual results to
differ from forward-looking statements include: the inherent
uncertainty associated with financial or other projections; the
prompt and effective integration of CMC’s businesses and the
ability to achieve the anticipated synergies and value-creation
contemplated by the proposed transaction; the risk associated with
the timing of the closing of the proposed transaction, including
the risk that the conditions to the proposed transaction are not
satisfied on a timely basis or at all and the failure of the
proposed transaction to close for any other reason; unanticipated
difficulties or expenditures relating to the proposed transaction,
the outcome of any legal proceedings related to the proposed
transaction, the response and retention of business partners and
employees as a result of the announcement and pendency of the
proposed transaction; and the diversion of management time on
transaction-related issues. These risks, as well as other risks
related to the proposed transaction, are included in the
Registration Statement, as amended, and proxy statement/prospectus
that were filed with the SEC on January 28, 2022 in connection with
the proposed transaction. While the list of factors presented here
is, and the list of factors to be presented in the Registration
Statement, as amended, and proxy statement/prospectus are, are
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties. For
a more detailed discussion of such risks and other factors, see
Entegris’ and CMC’s filings with the Securities and Exchange
Commission, including under the heading “Risks Factors” in Item 1A
of Entegris’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on February 4,
2022, Entegris’ Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2022, which was filed with the SEC on April
26, 2022, CMC’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2021, which was filed with the SEC on November
12, 2021 and amended by the Form 10-K/A filed with the SEC on
January 19, 2022, CMC’s Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 2021, which was filed with the
SEC on February 3, 2022 and CMC’s Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2022, which was filed with the
SEC on May 5, 2022, and in other periodic filings, available on the
SEC website or www.entegris.com or www.cmcmaterials.com. Entegris
and CMC assume no obligation to update any forward-looking
statements or information, which speak as of their respective
dates, to reflect events or circumstances after the date of this
communication, or to reflect the occurrence of unanticipated
events, except as may be required under applicable securities laws.
Investors should not assume that any lack of update to a previously
issued “forward-looking statement” constitutes a reaffirmation of
that statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20220624005236/en/
Bill Seymour Vice President of Investor Relations and Treasury
(952) 556-1844 bill.seymour@entegris.com
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