Entegris, Inc. (NasdaqGS:ENTG) entered into an agreement to acquire CMC Materials, Inc. (NasdaqGS:CCMP) from The Vanguard Group, Inc., EARNEST Partners, LLC, Neuberger Berman Group LLC, BlackRock, Inc. (NYSE:BLK) and others for $5.7 billion on December 15, 2021. Entegris will acquire CMC Materials in a cash and stock transaction with an equity value of $5.8 billion enterprise value of approximately $6.5 billion. Under the terms of the agreement, CMC Materials shareholders will receive $133 in cash and 0.4506 shares of Entegris common stock for each share of CMC Materials. The total per share consideration represents a 35% premium over CMC Materials' closing price on December 14, 2021, and a 38% premium to the 10-day volume weighted average share price. Upon completion of the transaction, Entegris shareholders will own approximately 91% of the combined company and CMC Materials shareholders will own approximately 9%. The transaction is to be financed with a combination of equity issued to CMC Materials, new debt and cash on hand. Entegris obtained a debt financing commitment from Morgan Stanley Senior Funding, Inc. up to $4.895 billion in connection with the transactions described herein, subject to the satisfaction of certain customary closing conditions. Entegris has obtained fully committed debt financing from Morgan Stanley Senior Funding, Inc. On June 16, 2022, Entegris entered into a commitment letter with Morgan Stanley Senior Funding, Inc. and certain other financial institutions. Pursuant to the 364-Day Bridge Commitment Letter, the 364-Day Financing Sources committed to provide to Entegris a senior unsecured 364-day bridge term loan facility in an aggregate principal amount of up to $275 million. Entegris Escrow Corporation also intends to offer $895 million aggregate principal amount of senior unsecured notes due 2030 in a private offering. If the transaction is terminated, CMC Materials would be required to pay Entegris a termination fee of $187 million in cash.

The transaction has been approved by the Board of Directors of both Entegris and CMC Materials. The transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals, approval by CMC Materials shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of approvals under the antitrust laws in China, Korea, Japan, Singapore and Taiwan, the effectiveness of the registration statement on Form S-4 to be filed by Entegris, and the authorization for listing of Entegris common stock to be issued in connection with the merger on the NASDAQ. The transaction is expected to close in the second half of 2022. The transaction is not subject to a financing condition. Shareholders of CMC Materials will hold a meeting on March 3, 2022 to approve the transaction. As of January 28, 2022, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, for the transaction has been expired. The Registration Statement on Form S-4 was declared effective by the SEC on January 28, 2022. As of March 3, 2022, CMC Materials, Inc stockholders have approved the transaction. Merger agreement proposal was approved by approximately 84% of the outstanding shares of CMC Materials common stock entitled to vote at the special meeting of stockholders. As of May 26, 2022, the Competition and Consumer Commission of Singapore (CCCS) has cleared the acquisition. As of June 24, 2022, China's State Administration for Market Regulation has given antitrust clearance for Entegris' acquisition of CMC Materials. The transaction has now received all required regulatory clearances. Entegris and CMC Materials anticipate that the transaction will close on or about July 6, 2022, subject to the satisfaction of the remaining customary closing conditions. The transaction is expected to be significantly accretive to non-GAAP EPS within the first year post-closing.

Morgan Stanley & Co. LLC acted as exclusive financial advisor and Kenton J. King, Mike Ringler, Page W. Griffin, Maria Raptis, Andrew L. Foster, M. Janine Jjingo, Laura A. Kaufmann Belkhayat, Ken D. Kumayama and Nathan W. Giesselman of Skadden, Arps, Slate, Meagher & From LLP acted as legal advisors to Entegris. Goldman Sachs & Co. LLC acted as financial advisor & fairness opinion provider and Edward D. Herlihy of Wachtell, Lipton, Rosen & Katz acted as legal advisor for CMC. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Goldman Sachs & Co. LLC in the transaction. Computershare Trust Company, N.A is acting as transfer agent for CMC. CMC has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $25,000.

Entegris, Inc. (NasdaqGS:ENTG) completed the acquisition of CMC Materials, Inc. (NasdaqGS:CCMP) from The Vanguard Group, Inc., EARNEST Partners, LLC, Neuberger Berman Group LLC, BlackRock, Inc. (NYSE:BLK) and others on July 6, 2022. Entegris also expanded its Executive Leadership Team, which now includes: Bertrand Loy, President and Chief Executive Officer; Michael Besnard, Senior Vice President, Chief Commercial Officer; Olivier Blachier, Senior Vice President, Business Development; Joe Colella, Senior Vice President, General Counsel and Secretary; Greg Graves, Executive Vice President, Chief Financial Officer; Clint Haris, Senior Vice President and President, Microcontamination Control; Jim O'Neill, Senior Vice President, Chief Technology Officer; Sue Rice, Senior Vice President, Global Human Resources; Neil Richards, Senior Vice President, Global Operations, Supply Chain and Quality; Bill Shaner, Senior Vice President and President, Advanced Materials Handling; Stuart Tison, Senior Vice President and President, Specialty Chemicals and Engineered Materials and Dann Woodland(formerly of CMC Materials), Senior Vice President and President, Advanced Planarization Solutions. As a result of the completion of the transaction, CMC Materials has become a wholly owned subsidiary of Entegris, and the shares of CMC Materials common stock, which previously traded under the ticker symbol “CCMP” on the NASDAQ, have ceased trading on and will be delisted from the NASDAQ. Entegris used Term Loan B in the amount of $2,495 million, Senior Secured Notes in the amount of $1,600 million, Senior Unsecured Notes in the amount of $895 million and 364-Day Unsecured Bridge in the amount of $275 million to fund the acquisition.