News Article
Entegris to acquire ATMI for $1.15 billion
The transaction combines two preeminent suppliers of critical technology to the compound semiconductor Industry
Entegris is to acquire ATMI for a total equity value of approximately $1.15 billion on a fully-diluted basis, or approximately $850 million net of cash acquired, including the net cash proceeds from the sale of ATMI's LifeSciences business of $170 million.
Under the terms of the merger agreement, 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 companies anticipate closing the transaction in the second quarter of 2014.
The price represents a premium of 26.3 percent to ATMI's closing price of $26.93 on February 3rd, 2014. The transaction is expected to yield approximately $30 million in annualised cost synergies. Entegris expects to fund the all-cash transaction with a combination of existing cash balances and additional committed debt financing, and expects it to be immediately accretive to non-GAAP earnings per share (EPS).
The combination brings together two key suppliers in the semiconductor industry to create a technology leader in advanced process materials, contamination control and wafer handling.
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.
Bertrand Loy, President and Chief Executive Officer of Entegris says, "ATMI's microelectronics business is an excellent fit with Entegris and provides us with a premium portfolio of products that will enable us to create enhanced value. ATMI and Entegris share a long and successful history of solving some of the most difficult yield challenges facing the industry."
Loy continues, "Together, we will be uniquely positioned with innovative yield-enhancing solutions to address the increasing complexity and cost of new semiconductor processes. Upon closing, approximately 80 percent of our product sales will be unit-driven and focused on the most rapidly growing and critical areas of the semiconductor fab. We are excited about the opportunities ahead and look forward to quickly realising the significant benefits of this transaction for our shareholders, customers and employees."
Doug Neugold, President and Chief Executive Officer of ATMI, comments, "Throughout this process, our goal has been to enter into a transaction that not only maximises shareholder value, but also places our business with the right partner for our valued customers and employees. 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."
Financial Benefits
The combination is expected to generate annualized cost synergies of approximately $30 million, achieved through identified operational efficiencies and overhead consolidation. The combined company will have an efficient balance sheet, benefitting from the deployment of excess cash and the addition of attractive debt financing.
The transaction is expected to be immediately accretive to non-GAAP EPS with the potential for significant earnings leverage as the combined company's cash flow generation enables the repayment of debt.
Closing Conditions
The transaction is subject to regulatory approvals of both U.S. and international regulators, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Act, as well as other customary closing conditions. The transaction is also subject to approval by ATMI shareholders.
The transaction is also conditioned on the closing of ATMI's previously announced sale of its LifeSciences business, which is expected in the first quarter of 2014.
Entegris and ATMI hosted a joint conference call which can be accessed via telephone by dialling (800) 585-8367 or (404) 537-3406 and using the passcode #59322873, or by accessing http://investor.entegris.com/events.cfm.
Entegris provides a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in semiconductor and other high-tech industries.
ATMI, Inc. is a global provider of specialty semiconductor materials, and safe, high-purity materials handling and delivery solutions designed to increase process efficiencies for the microelectronics, life sciences, and other industries.
Under the terms of the merger agreement, 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 companies anticipate closing the transaction in the second quarter of 2014.
The price represents a premium of 26.3 percent to ATMI's closing price of $26.93 on February 3rd, 2014. The transaction is expected to yield approximately $30 million in annualised cost synergies. Entegris expects to fund the all-cash transaction with a combination of existing cash balances and additional committed debt financing, and expects it to be immediately accretive to non-GAAP earnings per share (EPS).
The combination brings together two key suppliers in the semiconductor industry to create a technology leader in advanced process materials, contamination control and wafer handling.
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.
Bertrand Loy, President and Chief Executive Officer of Entegris says, "ATMI's microelectronics business is an excellent fit with Entegris and provides us with a premium portfolio of products that will enable us to create enhanced value. ATMI and Entegris share a long and successful history of solving some of the most difficult yield challenges facing the industry."
Loy continues, "Together, we will be uniquely positioned with innovative yield-enhancing solutions to address the increasing complexity and cost of new semiconductor processes. Upon closing, approximately 80 percent of our product sales will be unit-driven and focused on the most rapidly growing and critical areas of the semiconductor fab. We are excited about the opportunities ahead and look forward to quickly realising the significant benefits of this transaction for our shareholders, customers and employees."
Doug Neugold, President and Chief Executive Officer of ATMI, comments, "Throughout this process, our goal has been to enter into a transaction that not only maximises shareholder value, but also places our business with the right partner for our valued customers and employees. 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."
Financial Benefits
The combination is expected to generate annualized cost synergies of approximately $30 million, achieved through identified operational efficiencies and overhead consolidation. The combined company will have an efficient balance sheet, benefitting from the deployment of excess cash and the addition of attractive debt financing.
The transaction is expected to be immediately accretive to non-GAAP EPS with the potential for significant earnings leverage as the combined company's cash flow generation enables the repayment of debt.
Closing Conditions
The transaction is subject to regulatory approvals of both U.S. and international regulators, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Act, as well as other customary closing conditions. The transaction is also subject to approval by ATMI shareholders.
The transaction is also conditioned on the closing of ATMI's previously announced sale of its LifeSciences business, which is expected in the first quarter of 2014.
Entegris and ATMI hosted a joint conference call which can be accessed via telephone by dialling (800) 585-8367 or (404) 537-3406 and using the passcode #59322873, or by accessing http://investor.entegris.com/events.cfm.
Entegris provides a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in semiconductor and other high-tech industries.
ATMI, Inc. is a global provider of specialty semiconductor materials, and safe, high-purity materials handling and delivery solutions designed to increase process efficiencies for the microelectronics, life sciences, and other industries.
