Atotech and semiconductor equipment maker MKS Instruments announced that they have entered into a definitive 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 common share.
Geoff WildThe equity value of the transaction is $5.1 billion and the enterprise value of the transaction is approximately $6.5 billion. The transaction will result in pro forma annual revenue of $3.8 billion[1] and is expected to be accretive to MKS’ Non-GAAP net earnings per share within the first year and additive to MKS’ free cash flow. MKS expects to realize $50 million in annualized cost synergies within 18 to 36 months.
“Together, MKS and Atotech will be uniquely positioned to drive faster, better solutions and innovations for customers in advanced electronics,” said MKS President and CEO John T.C. Lee. “By combining leading capabilities in lasers, optics, motion and process chemistry, the combined company will optimize the PCB Interconnect, a significant enabling point of next-generation advanced electronics that represents the next frontier for miniaturization and complexity. We anticipate the addition of Atotech will position MKS to enable roadmaps for future generations of advanced electronics devices. The acquisition of Atotech also provides MKS with a recurring revenue stream from a consumables portfolio for leading-edge devices, with meaningful scale and potential on which to build.”
John T.C. LeeMKS and Atotech have complementary customer solutions in key advanced electronics markets, with MKS’ expertise in via drilling and Atotech in electroplating. PCBs are becoming increasingly complex as miniaturization is creating new challenges where reliability, productivity and peak performance are critical. The roadmap for next generation interconnects continues to accelerate the need for more integrated solutions that enable yield and throughput gains.
“The combination of Atotech’s expertise in electroplating and chemistry and MKS’ strengths in lasers, laser systems, optics and motion will enable innovative and ground-breaking solutions for customers in the areas of materials processing and complex applications. This transaction is an excellent outcome for our shareholders, and we believe it will provide immediate value and the opportunity to benefit from the upside potential of the combined company,” said Geoff Wild, CEO of Atotech.
MKS intends to fund the cash portion of the transaction with a combination of available cash on hand and committed debt financing. The combined company is expected to have pro forma net cash and investments of approximately $800 million and total debt outstanding of $5.3 billion at closing, with an estimated gross leverage ratio of under 4.0 times and net leverage ratio of under 3.5 times.[2] MKS has also obtained a commitment to replace its current $100 million asset-based revolving credit facility with a $500 million revolving credit facility.
The transaction, expected to be implemented by way of a scheme of arrangement of Atotech under the laws of Jersey, has been unanimously approved by the MKS and Atotech boards of directors and is subject to Atotech shareholder approval, approval of the Royal Court of Jersey, regulatory approvals, and other customary closing conditions, and is expected to close by the fourth quarter of 2021. Carlyle and its affiliates (“Carlyle”), owner of 79% of outstanding Atotech common shares, have signed an irrevocable agreement to vote in favor of the transaction. Eighty percent of shares owned by Carlyle will be subject to a 30-day lock-up period post-closing and 60% of shares owned by Carlyle will be subject to a 60-day lock-up period post-closing.
Perella Weinberg Partners is acting as financial advisor and DLA Piper is acting as legal advisor to MKS. WilmerHale is acting as legal advisor to MKS for the financing. J.P. Morgan and Barclays Bank PLC provided committed financing for the transaction and were advised by Paul Hastings. Credit Suisse is acting as financial advisor and Latham and Watkins is acting as legal advisor to Atotech. Carey Olsen is advising MKS and Ogier is advising Atotech as to Jersey law matters.
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1. Consists of revenue for the last twelve months as of March 31, 2021 for (i) MKS, (ii) Atotech, and (iii) Photon Control Inc., the acquisition of which MKS expects to close in the third quarter of 2021.
2. Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021, assuming the prior closings of the acquisitions of Atotech and Photon Control Inc. Estimate also includes $50 million of pro forma annual run rate cost synergies.
