8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Aug 15, 2008)

Filed August 15, 2008For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on August 15, 2008, reporting the completion of its acquisition of Poco Graphite Holdings, LLC and its subsidiary, Poco Graphite, Inc. This strategic move, finalized on August 11, 2008, involved a merger with Entegris' wholly-owned subsidiary, Entegris Acquisition Co. LLC. The total consideration for the acquisition was approximately $158 million, subject to adjustments for working capital, transaction fees, and debt. A portion of this purchase price was placed in escrow to cover seller indemnification obligations.

Key Highlights

  • 1Entegris, Inc. has successfully completed the acquisition of Poco Graphite Holdings, LLC and its subsidiary, Poco Graphite, Inc.
  • 2The acquisition was completed on August 11, 2008, via a merger of Entegris' subsidiary with Poco Holdings.
  • 3The total purchase price for Poco was approximately $158 million, adjusted for working capital, fees, and debt.
  • 4Approximately $24 million of the purchase price has been placed in escrow for seller indemnification.
  • 5The acquisition was funded through a combination of existing cash on hand and borrowings under Entegris' revolving credit facility.
  • 6An amendment to the Merger Agreement was entered into on August 11, 2008, to clarify certain terms.
  • 7The acquisition was previously announced on July 13, 2008.

Frequently Asked Questions

This Form 8-K filing reports the completion of Entegris, Inc.'s acquisition of Poco Graphite Holdings, LLC and its subsidiary, Poco Graphite, Inc. It details the closing of the merger, the total consideration, and the funding of the transaction.

The aggregate total consideration for the acquisition of Poco was approximately $158 million. This amount was subject to adjustments for working capital, net of transaction-related fees and expenses, and debt.

The acquisition was funded through Entegris' existing cash on hand and borrowings made under its revolving credit facility.

Yes, approximately $24 million of the purchase price was placed in escrow. This escrow is intended to secure the seller's indemnification obligations, with a portion held for 18 months and the remainder for the applicable statute of limitations period for certain claims.