Item 7.01 Regulation FD Disclosure.
As previously disclosed, on December 14, 2021, Entegris, Inc. (the "Company" or
"Entegris") and Yosemite Merger Sub, Inc., a wholly owned subsidiary of the
Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with CMC Materials, Inc. ("CMC"), pursuant to which, on the
terms and subject to the conditions set forth therein, Merger Sub will merge
with and into CMC (the "Merger"), with CMC surviving the Merger as a wholly
owned subsidiary of the Company.
On June 24, 2022, Entegris and CMC issued a joint press release announcing the
receipt of all required regulatory clearances for the Merger, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
The parties expect to close the Merger on or about July 6, 2022, subject to the
satisfaction or waiver of customary closing conditions described in the Merger
Agreement.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated June 24, 2022, relating to China Antitrust
Clearance.
104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
* * *
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 Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 (the "Registration Statement") that included a proxy
statement of CMC and that also constitutes a prospectus of Entegris. Each of
Entegris and CMC may also file other relevant documents with the SEC regarding
the proposed transaction. This document is not a substitute for the proxy
statement/prospectus or Registration Statement or any other document that
Entegris or CMC may file with the SEC. The Registration Statement was declared
effective by the SEC on January 28, 2022 and CMC commenced mailing of the
definitive proxy statement/prospectus to its stockholders on or about January
28, 2022. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain free
copies of these documents and other documents containing important information
about Entegris and CMC, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Entegris are available free of charge on Entegris' website
at http://Entegris.com or by contacting Entegris' Investor Relations Department
by email at irelations@Entegris.com or by phone at +1 978-436-6500. Copies of
the documents filed with the SEC by CMC will be available free of charge on
CMC's website at www.CMCmaterials.com/investors or by contacting CMC's Investor
Relations Department by email at investors@CMCmaterials.com by phone at +1
630-499-2600.
Cautionary Note on Forward Looking Statements
--------------------------------------------------------------------------------
This communication may contain statements that are not historical facts and are
"forward-looking statements" within the meaning of U.S. securities laws. 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 may include
statements about: the ability of Entegris and Entegris Escrow Corporation to
consummate the proposed notes offering; the impact of the COVID-19 pandemic on
Entegris' operations and markets, including supply chain issues related thereto;
future period guidance or projections; Entegris' performance relative to its
markets, including the drivers of such performance; market and technology
trends, including the duration and drivers of any growth trends and the impact
of the COVID-19 pandemic on such trends; the development of new products and the
success of their introductions; the focus of Entegris' engineering, research and
development projects; Entegris' ability to execute on its business strategies,
including with respect to Entegris' expansion of its manufacturing presence in
Taiwan; Entegris' capital allocation strategy, which may be modified at any time
for any reason, including share repurchases, dividends, debt repayments and
potential acquisitions; the impact of the acquisitions Entegris has made and
commercial partnerships it has established; future capital and other
expenditures, including estimates thereof; Entegris' expected tax rate; the
impact, financial or otherwise, of any organizational changes; the impact of
accounting pronouncements; quantitative and qualitative disclosures about market
risk; anticipated leadership, operating model, results of operations, and
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; and other
matters.
These forward-looking statements are based on current management expectations
and assumptions only as of the date of this communication, are not guarantees of
future performance and involve known and unknown risks and uncertainties (many
of which are beyond Entegris' and CMC's control and are difficult to predict)
that could cause actual results of Entegris, CMC and/or the combined company
following the closing of proposed transaction to differ materially and adversely
from the results expressed in, or implied by, these forward-looking statements.
These risks and uncertainties 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) Entegris' and CMC's ability to meet rapid demand
shifts; (iii) Entegris' and CMC's 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) Entegris' debt profile after giving effect to the
proposed transaction; (vii) the increasing complexity of certain manufacturing
processes; (viii) raw material shortages, supply and labor constraints and price
increases; (ix) changes in government regulations of the countries in which
Entegris and CMC operate; (x) the imposition of tariffs, export controls and
other trade laws and restrictions and changes foreign and national security
policy, especially as they relate to China and as may arise with respect to
recent developments regarding Russia and Ukraine; (xi) the fluctuation of
currency exchange rates; fluctuations in the market price of Entegris' stock;
(xii) the level of, and obligations associated with, Entegris' indebtedness,
including the notes, and the risks related to holding the notes; (xiii) 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; (xiv) the ongoing conflict between Russia and Ukraine and the global
response to it; and (xv) the other risk factors and additional information
described in Entegris' filings with the SEC. 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 CMC's 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 proposed transaction
are not satisfied on a timely basis or at all and the failure of the proposed
transaction to close for any other reason; unanticipated difficulties or
expenditures relating to the proposed transaction, the outcome of any legal
proceedings related to the proposed transaction, the response and retention of
business partners and employees as a result of the announcement and pendency of
the proposed 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 SEC on January 28, 2022
in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in the Registration
Statement, as amended, and proxy statement/prospectus are, are considered
representative, no such list should be considered to be a complete statement of
all potential risks and uncertainties. For a more detailed discussion of such
risks and other factors, see Entegris' and CMC's filings with the Securities and
Exchange Commission, including under the heading "Risks Factors" in Item 1A of
Entegris' Annual Report on Form 10-K for the fiscal year ended December 31,
2021, which was filed with the SEC on February 4, 2022, Entegris' Quarterly
Report on Form 10-Q for the fiscal quarter ended April 2, 2022, which was filed
with the SEC on April 26, 2022, CMC's Annual Report on Form 10-K for the fiscal
year ended September 30, 2021, which was filed with the SEC on November 12, 2021
and amended by the Form 10-K/A filed with the SEC on January 19, 2022, CMC's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021,
which was filed with the SEC on February 3, 2022 and CMC's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2022, which was filed with the
SEC on May 5, 2022, and in other periodic filings, available on the SEC website
or www.entegris.com or www.cmcmaterials.com. Entegris and CMC assume no
obligation to update any forward-looking statements or information, which speak
as of their respective dates, to reflect events or circumstances after the date
of this communication, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued "forward-looking
statement" constitutes a reaffirmation of that statement.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses