Entegris, Inc. (NASDAQ: ENTG), a distributor of specialty chemicals and advanced materials solutions, announced today it has entered into a definitive agreement to acquire the SAES Pure Gas business, from SAES Getters S.p.A. (“SAES Group”), an advanced functional materials company headquartered in Milan, Italy. The SAES Pure Gas business, a provider of high-capacity gas purification systems used in semiconductor manufacturing and adjacent markets is based in San Luis Obispo, California and will report into the Microcontamination Control division of Entegris. Under the agreement, Entegris will purchase the shares and assets which comprise the SAES Pure Gas business for approximately $355 million, subject to customary purchase price adjustments.
Materials purity plays an increasingly critical role in the performance and reliability of advanced semiconductors as the sensitivity to contamination approaches the parts per quadrillion level. Advanced memory devices require significantly higher gas consumption per processed wafer to support shrinking geometries and multi-layer device architectures. As a result of this heightened sensitivity to molecular contamination and increased gas consumption, semiconductor manufacturers are depending on bulk gas suppliers to deliver process gases that meet new purity requirements.
“With this acquisition, our customers will benefit from a complete portfolio of gas purifications solutions for both bulk and specialty gases,” said Bertrand Loy, president and Chief Executive Officer of Entegris. “We are excited about the value this transaction will create, as it demonstrates our strategy of augmenting our organic growth with high-value acquisitions that leverage our global business platform and broaden our technology portfolio.”
“As we executed our evolutionary strategy for SAES Group and considered potential acquirers for the SAES Pure Gas business, we viewed Entegris as the ideal partner given its leadership in the semiconductor industry, the complementary nature of its filtration and purification offerings, and its financial and operational strengths,” said Massimo della Porta, president of SAES Getters S.p.A.
According to a recent press release issued by SAES Group, the SAES Pure Gas business recorded revenues of €81 million, or $91.5 million, and an adjusted EBITDA of €29.3 million, or $33.1 million, for its fiscal year ended December 31, 2017 and revenues of €25.5 million, or $31 million, and an adjusted EBITDA of €7.8 million, or $9.6 million, for the first quarter of 2018. Entegris intends to fund the acquisition from its available cash and expects that the transaction will be immediately accretive.
The closing of the transaction is subject to the completion of a pre-closing restructuring of certain of SAES Group’s US legal entities and other customary closing conditions. The transaction is expected to close in the next two to four weeks.