Summary
This filing is an amendment to a previous Form 8-K, primarily to include the financial statements and pro forma information related to Entegris, Inc.'s acquisition of Mykrolis Corporation. The merger, which closed on August 6, 2005, involved Entegris merging with its Minnesota-based predecessor and Mykrolis merging with Entegris. As a result of the Mykrolis merger, Mykrolis shareholders received 1.39 shares of Entegris common stock for each share of Mykrolis common stock. The transaction is accounted for as a purchase, with Entegris acquiring Mykrolis for a preliminary estimated purchase price of approximately $645 million.
Key Highlights
- 1Entegris, Inc. completed its acquisition of Mykrolis Corporation on August 6, 2005.
- 2The transaction was structured as a merger, with Mykrolis shareholders receiving 1.39 shares of Entegris common stock per Mykrolis share.
- 3The acquisition is accounted for under the purchase method, with a preliminary estimated purchase price of $644.998 million.
- 4A significant portion of the purchase price, approximately $332 million, has been allocated to goodwill.
- 5Identifiable intangible assets such as developed technology, trademarks, and customer relationships were allocated approximately $78.2 million.
- 6The filing includes unaudited pro forma condensed combined financial statements as of May 28, 2005, and for the year ended August 28, 2004, and nine months ended May 28, 2005.
- 7Restructuring and integration charges are estimated between $20 million and $30 million (pre-tax) but are not reflected in the pro forma statements as they are not expected to have a continuing impact.
Frequently Asked Questions
This filing is an amendment to a previous Form 8-K, primarily to provide the necessary financial statements and pro forma information related to Entegris, Inc.'s acquisition of Mykrolis Corporation, which was previously reported.
The total preliminary estimated purchase price for the acquisition of Mykrolis was approximately $645.0 million, consisting of the fair value of Entegris common stock issued, assumed Mykrolis stock options, and transaction costs.
The acquisition is accounted for as a purchase under U.S. GAAP. A significant portion of the purchase price, $332 million, has been allocated to goodwill, and $78.2 million to identifiable intangible assets. These will be subject to impairment testing (goodwill) or amortization (intangible assets).
Yes, the filing estimates restructuring and integration charges between $20 million and $30 million (pre-tax). While expected, specific annual cost savings from the merger are anticipated but not quantified in these pro forma statements, and there's no assurance they will be achieved.