Atotech Limited (NYSE: ATC) (“Atotech”), a leading process
chemicals technology and advanced electroplating solutions company,
today announced that it has agreed to extend the date for
completing MKS Instruments, Inc.’s (“MKS”) pending acquisition of
Atotech to September 30, 2022 from March 31, 2022. The extension is
intended to allow additional time for the regulatory approval from
China’s State Administration for Market Regulation (“SAMR”).
“We are continuing to make strong progress towards the deal
close, having received approval from 12 of 13 regulatory
authorities,” said Geoff Wild, CEO of Atotech. “We look forward to
continuing to work constructively with SAMR, and we appreciate
their collaboration to date.”
Mr. Wild continued, “We remain excited about partnering with
MKS. We continue to believe the combination of Atotech’s expertise
in electroplating and chemistry and MKS’ strengths in lasers, laser
systems, optics and motion will enable ground-breaking solutions
for customers and create meaningful value for all our
stakeholders.”
Atotech expects to provide a further announcement regarding the
anticipated timetable of principal events in due course. All
updates will be available on Atotech’s website at
https://investors.atotech.com.
About Atotech
Atotech is a leading specialty chemicals technology and advanced
electroplating solutions company. 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
experts 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 www.atotech.com.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between MKS and Atotech (the “transaction”), the
expected timetable for completing the transaction, the ability to
close the transaction or the business impact of any mandated
conditions to close the transaction, future financial and operating
results and metrics for the combined company, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements about MKS management’s 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
obtain the required regulatory approval of SAMR and meet other
closing conditions required to complete the transaction;
manufacturing and sourcing risks, including the impact and duration
of supply chain disruptions and component shortages; the terms of
MKS’ existing term loan, the terms and availability of financing
for the transaction, the substantial indebtedness the Company
expects to incur in connection with the transaction and the need to
generate sufficient cash flows to service and repay such debt; MKS’
entry into Atotech’s chemicals technology business, in which MKS
does not have experience and which may expose it to significant
additional liabilities; the risk of 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 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 acquires; 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; potential fluctuations in quarterly results;
dependence on new product development; rapid technological and
market change; acquisition strategy; volatility of stock price;
international operations, including, but not limited to,
disruptions relating to the Russia/Ukraine crisis; 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 the fiscal year ended December 31, 2020,
its forthcoming Annual Report on Form 20-F for the fiscal year
ended December 31, 2021, and any subsequent Reports on Form 6-K,
each as filed with the U.S. Securities and Exchange Commission. 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 Implementation Agreement, which contains the terms and
conditions of the proposed transaction.
Contacts:
Media relations:
Susanne Richter
+49 30 349 85 418
press@atotech.com
Investor relations:
Lex Suvanto / Patrick Ryan / Ruediger Assion Edelman
Emails: lex.suvanto@edelman.com / Patrick.ryan@edelman.com / Ruediger.assion@edelman.com
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