MKS Instruments, Inc. (NasdaqGS:MKSI) entered into an agreement to acquire Atotech Limited (NYSE:ATC) from The Carlyle Group Inc. (NasdaqGS:CG), Gamma Holding Company Ltd., Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations S.A R.L., SICAR and others for $5.1 billion on July 1, 2021. Under the terms, $16.2 in cash and 0.0552 of a share of MKS common stock for each Atotech common share. Carlyle entities together hold 79% in Atotech. Under the Implementation Agreement, prior to the Effective Date, all outstanding options to purchase Atotech Shares will vest in full, be cancelled and extinguished, and, in the case of “in the money” options, convert into the right to receive cash consideration. On the Effective Date, all outstanding time-based restricted stock units of Atotech (“Atotech RSUs”) and performance-based restricted stock units of Atotech (“Atotech PSUs”) shall be cancelled and extinguished without payment. Former holders of Atotech RSUs will receive restricted stock units of MKS of equivalent value, calculated in accordance with an Award Exchange Ratio. MKS intends to fund the cash portion of the transaction with a combination of available cash on hand and committed debt financing. MKS Instruments, Inc. entered into a debt commitment letter, dated as of July 1, 2021, with JPMorgan Chase Bank, N.A. and Barclays Bank PLC, pursuant to which, among other things, the Commitment Parties have committed to provide the Company with a new senior secured term loan credit facility consisting of a $5.28 billion U.S. Dollar term loan to finance, in part, the acquisition of Atotech. In addition, the Commitment Parties have committed under the Commitment Letter to provide the Company with a new senior secured revolving credit facility with aggregate total commitments of $500 million, which may be used to finance, in part, the payment of fees and expenses in connection with the acquisition of Atotech, for working capital and for general corporate purposes. The new senior secured term loan credit facility and new senior secured revolving credit facility would replace the Company’s existing term loan credit facility and revolving credit facility, respectively. In connection with the acquisition of Atotech, MKS expect to incur up to $5.3 billion of additional indebtedness. The proposed syndication of a $4.25 billion term loan B credit facility (with a portion thereof to be denominated in Euro), a $1 billion term loan A credit facility and a $500 million revolving credit facility in connection with the Acquisition.

MKS Board of Directors named Jim Schreiner to be Senior Vice President and Chief Operating Officer of the Atotech division, subject to and effective upon the closing of the Atotech acquisition, reporting to MKS President and Chief Executive Officer John T.C. Lee. Geoffrey Wild will remain the Chief Executive Officer of Atotech until the closing. In addition, the MKS Board of Directors named Dave Henry to be Senior Vice President, Operations and Corporate Marketing. Until the Atotech closing, Dave will remain in his current role as MKS’ SVP, Corporate Marketing, Project Management Office, and Global Service. After closing, Geoffrey Wild will become a member of the MKS Board of Directors. The transaction, expected to be implemented by way of a scheme of arrangement of Atotech under the laws of Jersey, has been unanimously approved by the MKS and Atotech boards of directors and is subject to Atotech shareholder approval, approval of the Royal Court of Jersey, regulatory approvals, and other customary closing conditions. Atotech Limited’s shareholders at the court meeting and the general meeting convened in connection with the MKS Transaction, which were each held on November 3, 2021, were passed by the requisite majority of votes. Transaction is expected to close by the fourth quarter of 2021. The transaction is expected to be accretive to Non-GAAP EPS within the first year. As on December 14, 2021, transaction received the approval, or indication of imminent approval, from 12 out of 13 global antitrust regulatory authorities, which approvals are conditions to the closing of the transaction. In China, the remaining jurisdiction, MKS and Atotech are continuing to work constructively with the State Administration for Market Regulation (“SAMR”), and now anticipate closing the acquisition in the first quarter of 2022. As of July 28, 2022, the transaction has now received all required regulatory clearances, after receiving unconditional merger approval from SAMR. Completion of the transaction, which is to be effected by means of a scheme of arrangement under the laws of the Bailiwick of Jersey, is also subject to obtaining the required sanction by the Royal Court of Jersey and the satisfaction of customary closing conditions. The court hearing seeking such sanction is now expected to take place in the first quarter of 2022, rather than on December 22, 2021 as previously scheduled. As of July 28, 2022, a hearing of the Royal Court of Jersey to sanction the Scheme has been scheduled to be held on August 15, 2022. As of April 1, 2022 the expected closing has been extended to September 30, 2022. As of July 28, 2022, the transaction is anticipated to close on August 17, 2022. As of July 29, 2022, the transaction has now received all required regulatory clearances. Ordinary shares of Atotech will be de-listed from The New York Stock Exchange in connection with the closing, and the last day of trading in such shares is expected to be August 16, 2022. As of August 15, 202, the transaction have received approval of the Scheme from the Royal Court of Jersey.

Perella Weinberg Partners is acting as financial advisor and Tim Lake, Jonathan Klein and Jonathan Earle of DLA Piper LLP (US) is acting as legal advisor to MKS. WilmerHale is acting as legal advisor to MKS for the financing. J.P. Morgan and Barclays Bank PLC provided committed financing for the transaction and were advised by John Cobb, Randal Palach, Luke McDougall, Edward Holmes and Seth Chandler of Paul Hastings. Spyros Svoronos, Dhiren Shah,Edelman NY and Anish Pasari of Credit Suisse is acting as financial advisors and Richard Butterwick, David Dantzic and Patrick Shannon of Latham & Watkins LLP is acting as legal advisor to Atotech. Carey Olsen is advising MKS and Raulin Amy of Ogier is advising Atotech as to Jersey law matters. Barclays PLC (LSE:BARC) acted as financial advisor to MKS Instruments, Inc. Citigroup Inc. acted as financial advisor to Atotech Limited. Credit Suisse is acting as financial advisor and Richard Butterwick, David Dantzic and Richard Butterwick, David Dantzic and Patrick Shannon of Latham & Watkins is acting as legal advisor to Atotech. Ogier is advising Atotech as to Jersey law matters.

MKS Instruments, Inc. (NasdaqGS:MKSI) completed the acquisition of Atotech Limited from from The Carlyle Group Inc. (NasdaqGS:CG), Gamma Holding Company Ltd., Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations S.A R.L., SICAR and others on August 17, 2022.