Item 7.01 Regulation FD Disclosure.
On July 1, 2021, MKS Instruments, Inc., a Massachusetts corporation (the
"Company" or "MKS"), and Atotech Limited, a Bailiwick of Jersey company
("Atotech"), issued a joint press release announcing entry into a definitive
agreement (the "Implementation Agreement") on July 1, 2021, providing for,
subject to the terms and conditions of the Implementation Agreement, the
acquisition (the "Acquisition") of Atotech by the Company, which is expected to
be implemented by means of a scheme of arrangement under the laws of Jersey.
Pursuant to the Implementation Agreement, upon the effective date of the
Acquisition, the Company will acquire each issued and outstanding common share
of Atotech in exchange for per share consideration of $16.20 in cash and 0.0552
of a share of MKS common stock. A copy of the press release is furnished as
Exhibit 99.1 hereto and incorporated herein by reference.
The Company announced that it will hold an investor call and webcast on July 1,
2021 at 8:30 a.m. Eastern Time to discuss the Acquisition. Ahead of this call,
the Company is making available an investor presentation which will be discussed
on the call and which is furnished as Exhibit 99.2 hereto.
The information contained in Item 7.01 of this Current Report and in the
accompanying exhibits is being furnished pursuant to Item 7.01 and shall not be
deemed filed for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, except as expressly set forth in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Joint Press Release dated July 1, 2021, issued by the Company and Atotech
99.2 Investor Presentation dated July 1, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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