8-KMaterial AgreementsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Jun 8, 2018)

Filed June 8, 2018For Securities:ENTG

Summary

Entegris, Inc. (ENTG) announced on June 8, 2018, that it has entered into a definitive agreement to acquire the gas purification business of SAES Getters S.p.A. for $355 million in cash. This strategic acquisition is designed to bolster Entegris's offerings in the semiconductor materials space, specifically by integrating the Pure Gas Business, which operates primarily through SAES Pure Gas, Inc. The transaction is structured as the acquisition of the capital stock of SAES Getters/U.S.A., Inc., a subsidiary of SAES Getters S.p.A., whose sole asset will be the stock of SAES Pure Gas, Inc. post a pre-closing restructuring. This move is expected to enhance Entegris's market position and product portfolio. The deal is subject to customary closing conditions, including the completion of a pre-closing restructuring and has already cleared the Hart-Scott-Rodino antitrust waiting period. While the agreement has been signed, investors should note the forward-looking statements included in the filing, which highlight potential risks and uncertainties related to the transaction's consummation and integration, as well as the potential benefits and synergies.

Key Highlights

  • 1Entegris (ENTG) to acquire SAES Getters S.p.A.'s gas purification business for $355 million in cash.
  • 2The acquisition is structured to acquire the capital stock of SAES Getters/U.S.A., Inc., which will hold SAES Pure Gas, Inc.
  • 3The acquired business operates principally through SAES Pure Gas, Inc. and includes operations in China.
  • 4The transaction is on a debt-free basis, subject to customary purchase price adjustments.
  • 5The Hart-Scott-Rodino antitrust waiting period has expired, indicating a key regulatory hurdle has been cleared.
  • 6The closing is contingent on a pre-closing restructuring and other standard conditions.
  • 7SAES Getters S.p.A. will provide transition services and continue supplying certain products post-closing.

Frequently Asked Questions

Entegris is acquiring the gas purification business of SAES Getters S.p.A., primarily operated through its subsidiary SAES Pure Gas, Inc. (SPG). The acquisition will be completed by purchasing the capital stock of SAES Getters/U.S.A., Inc. (SUSA), which will be the sole owner of SPG after a pre-closing restructuring.

The aggregate consideration for the acquisition of the Pure Gas Business is $355 million in cash, on a debt-free basis, and is subject to customary purchase price adjustments.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, indicating that a key antitrust regulatory approval has been obtained. However, the transaction is still subject to other customary closing conditions.

The filing mentions several risks, including the ability to consummate the transaction, satisfy closing conditions, successfully integrate the acquired business and employees, unexpected costs, disruption to current operations, and the ability to realize anticipated synergies and cost savings. Broader economic and semiconductor industry risks are also noted.