Transaction combines two preeminent suppliers of critical technology to the semiconductor industry.
Entegris, Inc. (NASDAQ: ENTG) and ATMI (NASDAQ: ATMI) announced that the Boards of Directors of both companies have unanimously approved a definitive merger agreement under which Entegris will acquire ATMI for a total equity value of approximately $1.15 billion on a fully-diluted basis, or approximately $850 million net of cash acquired, including the net cash proceeds from the sale of ATMI’s LifeSciences business of $170 million.
Under the terms of the merger agreement, ATMI shareholders will receive $34.00 in cash, without interest or dividends, for each share of ATMI common stock they hold at the time of closing. The companies anticipate closing the transaction in the second quarter of 2014. The price represents a premium of 26.3 percent to ATMI’s closing price of $26.93 on February 3, 2014. The transaction is expected to yield approximately $30 million in annualized cost synergies. Entegris expects to fund the all-cash transaction with a combination of existing cash balances and additional committed debt financing, and expects it to be immediately accretive to non-GAAP earnings per share (EPS).
The combination brings together two key suppliers in the semiconductor industry to create a technology leader in advanced process materials, contamination control and wafer handling. By leveraging ATMI’s market-leading critical products, global infrastructure and expertise in key processes, Entegris will have an even stronger platform to serve the demanding technology needs of the world’s largest semiconductor makers and other electronics companies. The transaction will also provide a broader set of growth opportunities, and the company will sustain its investments in R&D, infrastructure and metrology to support that growth.
Bertrand Loy, President and Chief Executive Officer of Entegris said, “ATMI’s microelectronics business is an excellent fit with Entegris and provides us with a premium portfolio of products that will enable us to create enhanced value. ATMI and Entegris share a long and successful history of solving some of the most difficult yield challenges facing the industry. Together, we will be uniquely positioned with innovative yield-enhancing solutions to address the increasing complexity and cost of new semiconductor processes. Upon closing, approximately 80% of our product sales will be unit-driven and focused on the most rapidly growing and critical areas of the semiconductor fab. We are excited about the opportunities ahead and look forward to quickly realizing the significant benefits of this transaction for our shareholders, customers and employees.”
Doug Neugold, President and Chief Executive Officer of ATMI, said, “Throughout this process, our goal has been to enter into a transaction that not only maximizes shareholder value, but also places our business with the right partner for our valued customers and employees. We are pleased to merge our microelectronics business into Entegris. Entegris’ global platform and complementary products represents a great opportunity for ATMI stakeholders, including our shareholders, who will receive an immediate premium for their investment.”