Item 1.01 Entry into a Material Definitive Agreement

On November 11, 2021, Ichor Systems, Inc., a Delaware corporation ("Ichor"), Incline Merger Sub, LLC, a Delaware limited liability company ("MergerCo," and each, a wholly-owned subsidiary of Ichor Holdings, Ltd. (the "Registrant")), IMG Companies, LLC, a Delaware limited liability company ("IMG"), and the representative of IMG's equity holders (solely in his capacity as such) entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, MergerCo will merge with and into IMG (the "Merger"), with IMG as the surviving entity, and as a result, IMG will become a wholly-owned subsidiary of Ichor and the Registrant.

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each membership interest of IMG that is issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a portion of the purchase price consideration in cash. In aggregate, the consideration to be paid by Ichor will be $270 million, subject to customary closing and post-closing adjustments for net working capital, indebtedness, cash, and transaction expenses as of the closing date of the Merger, which is expected in the fourth quarter of 2021.

The Merger Agreement contains customary representations and warranties and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of IMG's business during the interim period between the execution of the Merger Agreement and the Effective Time and IMG's non-solicitation obligations relating to alternative acquisition proposals. In addition, the completion of the Merger is subject to customary conditions and provides certain termination rights for both Ichor and IMG.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which will be filed with the Registrant's Annual Report on Form 10­K for fiscal year 2021.

Item 7.01 Regulation FD Disclosure

On November 16, 2021, the Registrant issued a press release announcing the entry into the Merger Agreement. A copy of the press release is furnished hereby as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8­K, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8­K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of the business acquired.

The Company intends to file any financial statements that may be required by Item 9.01(a) of Form 8­K with respect to the Acquisition within 71 calendar days after the date that this Form 8­K was required to be filed pursuant to Item 9.01(a)(4) of Form 8­K.

(b) Pro forma financial information.

The Company intends to file any pro forma financial information required by Item 9.01(b) of Form 8­K with respect to the Acquisition within 71 calendar days after the date that this Form 8­K was required to be filed pursuant to Item 9.01(b)(2) of Form 8­K.





Exhibit
Number     Description

  10.1       Agreement and Plan of Merger, dated November 11, 2021, by and among
           Ichor Systems, Inc., Incline Merger Sub, LLC, IMG Companies, LLC, and
           Briand J. Miller (solely in his capacity as the Equityholders'
           Representative thereunder).
  99.1       Press Release, dated November 16, 2021, announcing the acquisition of
           IMG.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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