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 a market leader in advanced electroplating solutions, today 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.
Expected timetable of principal events
Capitalized terms not defined in this announcement shall have the meaning given in the scheme document published by Atotech on September 28, 2021.
|Event||Expected time / date|
|Court Sanction Hearing||August 15, 2022|
|Last day of dealings in, and for registration of transfers of, Atotech Shares||D-1 Business Days|
|Scheme Record Time||5.00 p.m. (Eastern Time) / 10.00 p.m. (London Time) on D-1 Business Day|
|Effective Date of the Scheme||August 17, 2022 "D"(1)|
|Date for despatch of cheques/settlement for cash consideration (including any cash entitlement
in respect of fractional shares) due under the Scheme
|Listing of, and commencement of dealings in, New MKS Shares on Nasdaq||by 9.30 a.m. (Eastern Time) / 2.30 p.m. (London Time) on D+1 Business Day(3)|
|New MKS Shares credited by the Transfer Agent to Cede & Co., as nominee for DTC (in respect
of Atotech Shares held in book-entry form through DTC)
|D+1 Business Day(3)|
|New MKS Shares credited by the Transfer Agent in book-entry form on its books or through DRS
if the Scheme Shareholder is DRS-eligible (in respect of Atotech Shares held in certificated or
book-entry form on books of the Transfer Agent)
|D+1 Business Day(3)|
|Dispatch of statements of entitlement to New MKS Shares held through DRS (in respect of Atotech Shares held in certificated or book-entry form on books of the Transfer Agent)||D+1 Business Day(3)|
|Cancellation of listing of Atotech Shares on the NYSE||D+11 Business Day|
|Long Stop Date||September 30, 2022(4)|
(1) The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.
(2) The Cash Consideration shall be settled in accordance with the terms of the Scheme on or as soon as reasonably practicable following the Effective Date (and in any event no later than 2 Business Days following the Effective Date).
(3) The Share Consideration shall be settled in accordance with the terms of the Scheme as soon as reasonably practicable following the Effective Date (and in any event no later than 2 Business Days following the Effective Date).
(4) In accordance with the terms of the Implementation Agreement, as amended, the Long Stop Date is September 30, 2022.