Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
On
The parties expect to close the Merger on or about
In accordance with General Instructions B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
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Additional Information about the Acquisition and Where to Find It
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed business combination
between Entegris and CMC. In connection with the proposed transaction, Entegris
filed with the
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Cautionary Note on Forward Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties and are made pursuant to the safe harbor provisions of Section 27A
of the Securities Act of 1993, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. The words "believe" "continue," "could,"
"expect," "anticipate," "intends," "estimate," "forecast," "project," "should,"
"may," "will," "would" or the negative thereof and similar expressions are
intended to identify such forward-looking statements. These forward-looking
statements, including statements related to anticipated results of operations,
business strategies of Entegris, CMC and the combined company, anticipated
benefits of the proposed transaction, the anticipated impact of the proposed
transaction on Entegris' and CMC's business and future financial and operating
results, the expected amount and timing of synergies from the proposed
transaction, the anticipated closing date for the proposed transaction and other
aspects of CMC's and Entegris' operations or operating results, are only
predictions and involve known and unknown risks and uncertainties, many of which
are beyond Entegris' and CMC's control, and could cause actual results to differ
materially from those indicated in such forward-looking statements. These
factors and risks include, but are not limited to, (i) weakening of global
and/or regional economic conditions, generally or specifically in the
semiconductor industry, which could decrease the demand for Entegris' and CMC's
products and solutions? (ii) the parties' ability to meet rapid demand shifts?
(iii) the parties' ability to continue technological innovation and introduce
new products to meet customers' rapidly changing requirements? (iv) Entegris'
and CMC's ability to protect and enforce intellectual property rights? (v)
operational, political and legal risks of Entegris' and CMC's international
operations? (vi) the increasing complexity of certain manufacturing processes?
(vii) raw material shortages, supply and labor constraints and price increases?
(viii) changes in government regulations of the countries in which Entegris and
CMC operate? (ix) the fluctuation of currency exchange rates? (x) fluctuations
in the market price of Entegris' stock? (xi) the level of, and obligations
associated with, Entegris' and CMC's indebtedness? (xii) the impact of public
health crises, such as pandemics (including coronavirus (COVID-19)) and
epidemics and any related company or government policies and actions to protect
the health and safety of individuals or government policies or actions to
maintain the functioning of national or global economies and markets? and (xiii)
other risk factors and additional information. In addition, risks that could
cause actual results to differ from forward-looking statements include: the
inherent uncertainty associated with financial or other projections? the prompt
and effective integration of Entegris' businesses and the ability to achieve the
anticipated synergies and value-creation contemplated by the proposed
transaction? the risk associated with the timing of the closing of the proposed
transaction, including the risk that the conditions to the transaction are not
satisfied on a timely basis or at all and the failure of the transaction to
close for any other reason? unanticipated difficulties or expenditures relating
to the transaction, the outcome of any legal proceedings related to the merger,
the response and retention of business partners and employees as a result of the
announcement and pendency of the transaction? and the diversion of management
time on transaction-related issues. These risks, as well as other risks related
to the proposed transaction, are included in the Registration Statement, as
amended, and proxy statement/prospectus that were filed with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Joint Press Release, datedJune 24, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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