Entegris, Inc. (NASDAQ:ENTG) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
On June 25, 2018, Entegris, Inc., a Delaware corporation (the "Company"), completed its previously announced acquisition of the gas purification business (the "Pure Gas Business") of SAES Getters S.p.A., an Italian joint stock company (“Parent”), principally operated through SAES Pure Gas, Inc. (“SPG”), a California corporation and wholly-owned, indirect subsidiary of the Parent, to the Purchase Agreement (the “Purchase Agreement”) by and among the Company, Entegris (Shanghai) Microelectronics Trading Company Limited and Parent. The Company acquired all of the issued and outstanding capital stock of Pure Gas Colorado, Inc. (formerly known as SAES Getters/USA, Inc.), a wholly-owned subsidiary of Parent, whose sole asset as of the closing (other than minute books and similar corporate records) is all of the issued and outstanding capital stock of SPG. The Company also indirectly acquired the assets and employees through which Parent operates the Pure Gas Business in the People's Republic of China. The Company paid an aggregate consideration of approximately $355 million in cash to acquire the Pure Gas Business on a debt-free basis, subject to customary purchase price adjustments.
The foregoing summary of the transactions contemplated by the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 8, 2018, and is incorporated herein by reference.
Item 2.01Other Events.
On June 25, 2018, the Company issued a press release announcing the completion of the transactions contemplated by the Purchase Agreement described above. A copy of this press release is filed herewith as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 2.01 by reference.
Item 2.01.Financial Statements and Exhibits.
(d)Exhibits
* Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Purchase Agreement as filed identifies such schedules and exhibits, including the general nature of their contents. The Company will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENTEGRIS, INC.
Dated: June 25, 2018By: /s/ Gregory B. Graves
Name: Gregory B. Graves
Title: Executive Vice President and Chief Financial Officer
EXHIBITINDEX
* Schedules and exhibits have been omitted ENTEGRIS INC ExhibitEX-99.1 2 pressreleaseannouncingtran.htm EXHIBIT 99.1 Exhibit PRESS RELEASEAlexa ManocchioPublic RelationsT +1 [email protected] 99.1ENTEGRIS COMPLETES ACQUISITION OF SAES PURE GAS BUSINESS FROM SAES GROUP BILLERICA,…To view the full exhibit click here
About Entegris, Inc. (NASDAQ:ENTG)
Entegris, Inc. is a developer, manufacturer and supplier of materials and solutions for manufacturing processes in the semiconductor and other high-technology industries. The Company designs, manufactures and markets its products through two segments: Critical Materials Handling and Electronic Materials. In the Critical Materials Handling segment, the Company offers a range of products that purify, monitor and deliver critical liquids and gases to the semiconductor manufacturing process and similar manufacturing processes, as well as microenvironment products. In the Electronic Materials segment, the Company offers a range of materials and materials delivery systems to support the advanced semiconductor manufacturing processes. Its products and materials are used to manufacture semiconductors, micro-electromechanical systems, flat panel displays, light emitting diodes (LEDs), high-purity chemicals and critical components for aerospace, glass manufacturing and biomedical applications.
