Entegris, Inc. (NasdaqGS:ENTG) and Entegris (shanghai) Microelectronics Trading Co., Ltd. entered into an agreement to acquire SAES Pure Gas, Inc. and SAES Getters (Nanjing) Co., Ltd from SAES Getters S.p.A. (BIT:SG) for approximately $360 million on June 6, 2018. Under the terms, the purchase price will be paid in cash and will be financed through available cash. In 2017, SAES Pure Gas reported revenue of $91.5 million, adjusted EBITDA of $33.1 million, EBIT of $14.3 million and net income of $9.2 million. The $355 million purchase price represents a 9x multiple of 2017 EBITDA on a fully synergized basis. The transaction is subject to customary purchase price adjustments, completion of a pre closing restructuring of certain SAES Group's US legal entities and other customary closing conditions. The HSR waiting period is expired. The transaction is expected to close in next two to four weeks. As of June 7, 2018, the transaction is expected to close late in the second quarter of 2018. The transaction is expected to be accretive to non-GAAP EPS adding $0.08 to $0.10 in the second half of 2018 and $0.17 to $0.22 in 2019 and beyond. Philip B. Taub of Nixon Peabody LLP acted as legal advisor to SAES Getters. Paul J. Shim, José Rivera, Nickolas Bogdanovich, Brennan Halloran, Kimberly Spoerri, Daniel Canavan, Grace Gao, David Gelfand, Elaine Ewing, Drew Navikas, Christopher Wetzel, Arthur Kohn, Brad Brown, Bobby Underwood, Jason Factor, Jane Song, Ally Chiu, Len Jacoby, Brendan Cohen, Daniel Esannason, Beau Sterling, Richard Bidstrup, James Corsiglia, Pietro Fioruzzi, Vania Petrella, Gianluca Russo, Lorenzo Freddi, Caterina Marchionni and Evan McQuiston of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Entegris. EC M&A acted as financial advisor to Entegris on this transaction.

Entegris, Inc. (NasdaqGS:ENTG) and Entegris (shanghai) Microelectronics Trading Co., Ltd. Completed the acquisition of SAES Pure Gas, Inc. and SAES Getters (Nanjing) Co., Ltd from SAES Getters S.p.A. (BIT:SG) on June 25, 2018.