On July 1, 2021, the board of directors of Atotech Limited
(NYSE:ATC) (“
Atotech”) and the board of directors
of MKS Instruments, Inc. (NASDAQ:MKSI) (“
MKS”)
announced that they had entered into a definitive agreement
pursuant to which MKS would acquire the entire issued and to be
issued share capital of Atotech (the
“
Acquisition”). The Acquisition is to be effected
by means of a scheme of arrangement under Article 125 of the
Companies (Jersey) Law 1991 (as amended).
The Company announces that the Court Meeting to
consider and, if thought fit, approve the Scheme and the General
Meeting to consider and, if thought fit, pass the Resolution
relating to the Acquisition were each held today and:
|
(a) |
the requisite majority of eligible Scheme Shareholders voted in
favour of the Scheme Resolution at the Court Meeting; and |
|
|
|
|
(b) |
the requisite majority of
eligible Atotech Shareholders voted to pass the Resolution to
implement the Scheme, including the amendment of Atotech’s articles
of association, at the General Meeting, |
and, in each case, over 99 per cent of the
Atotech Shares voted at the Meeting were voted in favour of the
relevant resolution.
A copy of the articles of association of Atotech
(as amended pursuant to the Resolution passed at today’s General
Meeting and with effect from its passing) is available for
inspection on Atotech’s website at
https://investors.atotech.com.
Details of the resolutions passed are set out in
the notices of the Court Meeting and General Meeting contained in
the scheme document published on September 28, 2021 in relation to
the Acquisition (the "Scheme Document").
Capitalised terms defined in the Scheme Document
have the same meanings in this announcement.
Timetable of Principal
Events
The expected timetable of principal events
relating to the Scheme remains as set out on page 15 to 16 of the
Scheme Document.
Subject to the satisfaction or, where
applicable, the waiver of the other Conditions (as set out in the
Scheme Document) and the sanction by the Court at the Court
Sanction Hearing, the Scheme is expected to become effective in the
fourth quarter of 2021. If any of the dates and/or times in this
expected timetable change materially, the revised dates and/or
times will be published by public announcement in the United States
and by making such announcement available on Atotech’s website at
https://investors.atotech.com.
Notices
Important Notices Relating to
Advisers
Credit Suisse is acting as financial advisor and
Latham & Watkins is acting as legal advisor to Atotech. Ogier
is advising Atotech as to Jersey law matters.
About Atotech
Atotech is a leading specialty-chemicals
technology company and a market leader in advanced electroplating
solutions. Atotech delivers chemistry, 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 in numerous industrial and consumer
applications such as automotive, heavy machinery, and household
appliances.
Atotech, headquartered in Berlin, Germany, is a
team of 4,000 employees in over 40 countries generating annual
revenue of $1.2 billion in 2020. Atotech has manufacturing
operations across Europe, the Americas, and Asia. With its
well-established innovative strength and industry-leading global
TechCenter network, Atotech delivers pioneering solutions combined
with unparalleled on-site support for over 9,000 customers
worldwide. For more information about Atotech, please visit us at
www.atotech.com.
As noted at the time of Atotech’s public
offering, Atotech is not a company subject to regulation under the
City Code on Takeovers and Mergers (the “UK Takeover Code”),
therefore no dealing disclosures are required to be made under Rule
8 of the UK Takeover Code by shareholders of MKS or Atotech.
Safe Harbor for Forward-Looking
Statements
Statements in this announcement regarding the
proposed transaction between MKS and Atotech (the “transaction”),
the expected timetable for completing the transaction, future
financial and operating results and metrics for the combined
company, including to reflect MKS’ acquisition of Photon Control
Inc., which MKS acquired in July 2021, benefits and synergies of
the transaction, future opportunities for the combined company and
any other statements about MKS’ or Atotech’s managements’ 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 ability of the parties to
complete the transaction; the risk that the conditions to the
closing of the transaction, including receipt of required
regulatory approvals, are not satisfied in a timely manner or at
all; the terms of MKS’ existing term loan, the terms and
availability of financing for the transaction, the substantial
indebtedness MKS expects to incur in connection with the
transaction and the need to generate sufficient cash flows to
service and repay such debt; litigation relating to the
transaction; unexpected costs, charges or expenses resulting from
the transaction; the risk that disruption from the transaction
materially and adversely affects the respective businesses and
operations of MKS and Atotech; restrictions during the pendency of
the transaction that impact MKS’ 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 from the transaction 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 announcement, pendency or completion of the transaction;
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 the companies MKS and Atotech acquire; the impact of
the COVID-19 pandemic and related private and public measures on
Atotech’s business; the ability of MKS to anticipate and meet
customer demand; manufacturing and sourcing risks, including supply
chain disruptions and component shortages; 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, 2020 and any
subsequent Quarterly Reports on Form 10-Q, and Atotech’s Annual
Report on Form 20-F for fiscal year ended December 31, 2020 and any
Reports on Form 6-K, each as filed with the U.S. Securities and
Exchange Commission (the “SEC”). MKS and Atotech
are under no obligation to, and expressly disclaim 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.
Additional Information and Where to Find
It
Shareholders may obtain a free copy of the
Scheme Document and other documents Atotech files with the SEC
(when available) through the website maintained by the SEC at
www.sec.gov. Atotech will also make available free of charge on its
investor relations website at https://investors.atotech.com copies
of materials it files with, or furnishes to, the SEC.
No Offer or Solicitation
This communication is for information purposes
only and is not intended to and does not constitute, or form part
of, an offer, invitation or the solicitation of an offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.
The proposed transaction will be implemented
solely pursuant to the scheme of arrangement, subject to the terms
and conditions of the definitive agreement between MKS and Atotech,
dated July 1, 2021, which contains the terms and conditions of the
proposed transaction.
Atotech Contacts:
Investor Relations & Communications:
Sarah Spray
Vice President, Global Head of Investor Relations & Communications
+1 803.504.4731
Email: sarah.spray@atotech.com
Lex Suvanto / Patrick Ryan / Ruediger Assion
Edelman
Emails: lex.suvanto@edelman.com / Patrick.ryan@edelman.com / Ruediger.assion@edelman.com
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