8-KEarnings & ResultsMaterial AgreementsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Mar 21, 2005)

Filed March 21, 2005For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on March 21, 2005, announcing significant corporate restructuring and a material acquisition. The company is undergoing a reincorporation from Minnesota to Delaware by merging with its newly formed subsidiary, Eagle DE, Inc. This will result in current Entegris shareholders receiving shares in the Delaware-based entity. Concurrently, Entegris has entered into an agreement to merge with Mykrolis Corporation, another Delaware-based company. Under the terms of the proposed merger with Mykrolis, each outstanding share of Mykrolis common stock will be converted into 1.39 shares of Entegris's Delaware-based common stock. This strategic move aims to combine the operations of both companies, with the post-merger entity to be named Entegris, Inc. The transaction is structured to qualify as a tax-free reorganization and is expected to close in the third quarter of 2005, subject to shareholder approvals, regulatory clearance, and other customary closing conditions. The combined company's board will consist of eleven directors, with a mix from both current Entegris and Mykrolis boards, plus one independent director.

Key Highlights

  • 1Entegris, Inc. is reincorporating from Minnesota to Delaware by merging with its subsidiary, Eagle DE, Inc.
  • 2Entegris has entered into an Agreement and Plan of Merger with Mykrolis Corporation.
  • 3Mykrolis shareholders will receive 1.39 shares of Entegris common stock for each share of Mykrolis common stock.
  • 4The combined entity will operate under the name Entegris, Inc. and will be headquartered in Delaware.
  • 5The transaction is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  • 6The merger is subject to approval from shareholders of both Entegris and Mykrolis, as well as regulatory clearances (including antitrust).
  • 7The companies anticipate closing the transaction in the third calendar quarter of 2005.

Frequently Asked Questions

This filing announces two key events: Entegris's reincorporation from Minnesota to Delaware through a merger with its subsidiary, Eagle DE, Inc., and its definitive agreement to merge with Mykrolis Corporation. Essentially, Entegris is changing its state of incorporation and acquiring Mykrolis simultaneously.

Entegris shareholders will see their shares converted into shares of the new Delaware-based Entegris entity as part of the reincorporation. The acquisition of Mykrolis will happen immediately after, with Mykrolis shareholders receiving 1.39 shares of the Delaware-based Entegris common stock for each share of Mykrolis common stock they own. Existing Entegris shareholders will hold shares in the combined, Delaware-domiciled entity.

Completion is contingent on several factors, including: approval by Mykrolis's stockholders and Entegris's shareholders, the effectiveness of a Form S-4 registration statement filed with the SEC, expiration of waiting periods under antitrust laws (like the Hart-Scott-Rodino Act) and clearance under foreign antitrust laws, and other customary closing conditions.

Entegris and Mykrolis expect to close the combined transaction during the third calendar quarter of 2005.