1302998 B.C. Ltd entered into a definitive agreement to acquire Photon Control Inc. (TSX:PHO) for approximately CAD 380 million on May 10, 2021. Under the terms of agreement, 1302998 B.C. will pay CAD 3.6 per share to acquire all of the outstanding shares of Photon Control. The agreement also provides for the payment of a termination fee of CAD 15.5 million to Photon Control in the event the transaction is terminated in certain specified circumstances, including if MKS does not exercise its right to match in the context of a superior proposal supported by Photon Control. Additionally, Photon Control will be required to pay a termination fee of CAD 15.5 million to 1302998 B.C. Ltd. The transaction is subject to customary closing conditions, including approval by Photon Control’s securityholders, regulatory clearances and court approval in the Province of British Columbia, Canada, dissent rights shall not have been exercised with respect to more than 5% of the issued and outstanding Photon common shares and other conditions. The completion of the transaction is not subject to any financing condition. The Special Committee of independent members of the Board of Directors of Photon Control unanimously recommended that the Board approve the arrangement. Accordingly, the Board of Directors of Photon Control approved the agreement and unanimously recommended that Photon securityholders vote in favor of the arrangement resolution. As of June 29, 2021, Photon Control Securityholders approved the transaction. As of July 2, 2021, Photon has obtained a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement. The transaction is expected to close in the third quarter of 2021. As of June 29, 2021, the transaction is expected to occur on or about July 15, 2021. The transaction is expected to be accretive to MKS’ Non-GAAP net earnings within the first 12 months post-closing. Greenhill & Co. is acting as financial advisor and John W. Leopold and Maxime Turcotte of Stikeman Elliott acted as legal advisors to MKS Instruments, Inc. (NasdaqGS:MKSI), parent of 1302998 B.C. Ltd. Echelon Wealth Partners is acting as financial advisor and provided fairness opinion to Photon Control Board. Andrew McLeod and Susan Tomaine of Blake, Cassels & Graydon LLP acted as legal counsels to Photon Control. Laurel Hill Advisory Group acted as information agent to Photon Control and will receive a fee of $75,000 for its services. 1302998 B.C. Ltd completed the acquisition of Photon Control Inc. (TSX:PHO) on July 15, 2021. As a result of the transaction, Photon Control has become a wholly-owned subsidiary of 1302998 B.C. Ltd. The Photon shares are expected to be delisted from the Toronto Stock Exchange after the end of trading on July 16, 2021. Joel M. Post and Thomas M. Rose of Troutman Pepper Hamilton Sanders LLP acted as legal advisor to Photon Control.