8-KOther EventsExhibits & Filings

ENTEGRIS INC 8-K Report, Corporate Update (Aug 31, 2004)

Filed August 31, 2004For Securities:ENTG

Summary

Entegris, Inc. (ENTG) has filed an 8-K report on August 31, 2004, detailing a significant development regarding its investment in Metron Technology N.V. (Metron). Entegris holds approximately 1.05 million shares of Metron common stock, representing an investment with a fair value of $2.6 million as of July 30, 2004, against a carrying value of $2.1 million. The core of this report is the announcement that Metron has entered into a Stock and Asset Purchase Agreement with Applied Materials, Inc. This agreement outlines Applied Materials' intention to acquire Metron's worldwide operating subsidiaries and business. The transaction is contingent upon customary closing conditions, including regulatory and Metron shareholder approvals, with an anticipated closing in Metron's second fiscal quarter ending November 30, 2004.

Key Highlights

  • 1Entegris disclosed its ownership of 1,052,887 common shares of Metron Technology N.V.
  • 2The fair value of Entegris's investment in Metron was approximately $2.6 million as of July 30, 2004.
  • 3Metron Technology N.V. has agreed to be acquired by Applied Materials, Inc.
  • 4The acquisition is subject to regulatory approval and Metron shareholder approval.
  • 5The transaction is expected to close by November 30, 2004.
  • 6Following the acquisition close, Metron plans to make at least two cash distributions to its shareholders within six months.
  • 7Entegris, along with other Metron shareholders and officers, has entered into voting agreements to support the acquisition.

Frequently Asked Questions

While the filing does not provide specific financial projections, it notes that Entegris's investment in Metron had a fair value of $2.6 million and a carrying value of $2.1 million as of July 30, 2004. Upon closing, Metron intends to distribute cash to shareholders, suggesting Entegris may receive a cash distribution for its Metron shares, potentially realizing a gain depending on the distribution amount relative to its carrying value.

The acquisition is contingent upon several conditions, including obtaining necessary regulatory approvals and the approval of Metron's shareholders. Other customary closing conditions are also part of the agreement.

Yes, Entegris, as a significant shareholder, has entered into a voting agreement with Applied Materials, Inc., and delivered a proxy. This agreement obligates Entegris to vote its Metron shares in favor of approving the purchase agreement and related transactions.

The transaction is expected to close in Metron's second fiscal quarter, which is anticipated to end on November 30, 2004.