8-KOther Events

ENTEGRIS INC 8-K Report, Corporate Update (Jan 31, 2022)

Filed January 31, 2022For Securities:ENTG

Summary

This 8-K filing from Entegris Inc. (ENTG) reports a significant development in their previously announced merger with CMC Materials, Inc. (CMC). The company announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR) has expired as of January 28, 2022. This expiration is a crucial step towards closing the transaction, removing a key regulatory hurdle. While the HSR waiting period has concluded, the merger is still subject to other customary closing conditions. These include obtaining necessary regulatory approvals beyond the HSR and, importantly, securing approval from CMC's stockholders. Entegris has filed a Form S-4 registration statement, which was declared effective by the SEC on January 28, 2022, and includes the definitive proxy statement/prospectus for CMC stockholders. Investors are strongly advised to review these documents for detailed information regarding the proposed transaction and its implications.

Key Highlights

  • 1Expiration of the Hart-Scott-Rodino (HSR) antitrust waiting period for the proposed merger with CMC Materials, Inc. (CMC) on January 28, 2022.
  • 2This marks a significant step forward in the merger process, clearing a major regulatory obstacle.
  • 3The closing of the transaction is still contingent upon other customary closing conditions, including additional regulatory approvals.
  • 4Approval from CMC's stockholders remains a required condition for the transaction to close.
  • 5Entegris' Form S-4 registration statement, including the proxy statement/prospectus, was declared effective by the SEC on January 28, 2022.
  • 6CMC commenced mailing of the definitive proxy statement/prospectus to its stockholders on or about January 28, 2022.
  • 7Investors are urged to read the Form S-4 registration statement and proxy statement/prospectus for comprehensive details on the merger.

Frequently Asked Questions

The expiration of the Hart-Scott-Rodino (HSR) waiting period on January 28, 2022, means that the U.S. antitrust review of the proposed merger between Entegris and CMC Materials has been completed without requiring further action from antitrust authorities at this stage. This is a critical milestone that removes a major regulatory hurdle and brings the companies closer to closing the transaction.

Yes, while the HSR waiting period has expired, the merger is still subject to other customary closing conditions. These include receiving other necessary regulatory approvals and, importantly, obtaining approval from CMC's stockholders. The transaction will only close once all these conditions are met.

Investors can find detailed information about the proposed merger in the registration statement on Form S-4 filed by Entegris with the SEC, which was declared effective on January 28, 2022. This filing includes CMC's definitive proxy statement/prospectus. These documents, along with other filings, can be accessed through the SEC's website (www.sec.gov), Entegris' investor relations website (www.Entegris.com), or CMC's investor relations website (www.CMCmaterials.com/investors).

The filing does not provide a specific closing date. The closing of the transaction remains subject to the satisfaction of customary closing conditions, including other regulatory approvals and approval by CMC's stockholders. Investors should monitor future filings for updates on the expected closing timeline.