8-KRegulation FDExhibits & Filings

ENTEGRIS INC 8-K Report, Regulation FD Disclosure (Mar 4, 2024)

Filed March 4, 2024For Securities:ENTG

Summary

Entegris, Inc. (ENTG) announced on March 4, 2024, the completion of the sale of its Pipeline and Industrial Materials business. This strategic divestiture was made to an affiliate of SCF Partners, Inc. for a total consideration of up to $285 million. The transaction includes $260 million in cash at closing, subject to customary adjustments, and a potential $25 million earnout tied to specific financial performance targets. This sale represents a significant step in Entegris' strategy to focus on its core semiconductor materials businesses. Investors should note that while the cash proceeds provide immediate liquidity, the earnout component introduces a variable element dependent on future performance. The company also included standard forward-looking statement disclaimers, highlighting potential risks and uncertainties related to economic conditions, integration of past acquisitions (CMC Materials), supply chain issues, geopolitical events, and competition, which could impact future results.

Key Highlights

  • 1Completion of the sale of the Pipeline and Industrial Materials business.
  • 2Transaction valued at up to $285 million.
  • 3Received $260 million in cash at closing (subject to adjustment).
  • 4Potential $25 million earnout based on achieving financial performance targets.
  • 5Divestiture aims to streamline focus on core semiconductor materials.
  • 6Press release furnished as Exhibit 99.1.
  • 7Standard cautionary statements regarding forward-looking statements and associated risks.

Frequently Asked Questions

Entegris, Inc. sold its Pipeline and Industrial Materials business to an affiliate of SCF Partners, Inc.

The transaction is valued at up to $285 million, comprising $260 million in cash at closing and a $25 million earnout.

This sale allows Entegris to further focus its strategic direction and resources on its core semiconductor materials businesses, potentially enhancing its competitive position in that market.

Yes, there is a $25 million earnout payment contingent upon the achievement of certain financial performance targets by the divested business.