Entegris to acquire ATMI

In a merger that will bring together two key suppliers in the semiconductor industry, Entegris, Inc. and ATMI today announced Entegris will acquire ATMI for approximately $1.15 billion, or approximately $850 million net of cash acquired, including the net cash proceeds from the sale of ATMI’s LifeSciences business of $170 million. The companies anticipate closing the transaction in the second quarter of 2014.

By leveraging ATMI’s market-leading critical products, global infrastructure and expertise in key processes, Entegris will have an even stronger platform to serve the demanding technology needs of the world’s largest semiconductor makers and other electronics companies. The transaction will also provide a broader set of growth opportunities, and the company will sustain its investments in R&D, infrastructure and metrology to support that growth.

“Upon closing, approximately 80% of our product sales will be unit-driven and focused on the most rapidly growing and critical areas of the semiconductor fab,” said Bertrand Loy, President and CEO of Entegris. “We are excited about the opportunities ahead and look forward to quickly realizing the significant benefits of this transaction for our shareholders, customers and employees.”

“Throughout this process, our goal has been to enter into a transaction that not only maximizes shareholder value, but also places our business with the right partner for our valued customers and employees,” said Doug Neugold, President and CEO of ATMI. “We are pleased to merge our microelectronics business into Entegris. Entegris’ global platform and complementary products represents a great opportunity for ATMI stakeholders, including our shareholders, who will receive an immediate premium for their investment.”

ATMI shareholders will receive $34.00 in cash, without interest or dividends, for each share of ATMI common stock they hold at the time of closing. The price represents a premium of 26.3 percent to ATMI’s closing price of $26.93 on February 3, 2014. The transaction is expected to yield approximately $30 million in annualized cost synergies. Entegris expects to fund the all-cash transaction with a combination of existing cash balances and additional committed debt financing.

Goldman, Sachs & Co. is serving as the exclusive financial advisor, and Ropes & Gray LLP is serving as legal counsel to Entegris. Barclays Capital is serving as the financial advisor and Weil, Gotshal & Manges LLP is serving as legal counsel to ATMI. Goldman Sachs Bank USA has been appointed to act as the lead arranger and bookrunner for the committed financing that has been obtained by Entegris in connection with the merger and the related transactions.

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