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mks MKS Instruments to Acquire Atotech July 1 , 2021 • $ 5.1 billion cash and stock transaction combines capabilities in lasers , optics , motion and process chemistry to enable next - generation advanced electronics • Accelerates interconnect solutions for customers to address increasing miniaturization demands that enables integration of chips to devices • Recurring consumables portfolio for leading edge devices • $ 50 million in annualized cost synergies expected within 18 to 36 months • Transaction expected to be accretive to Non - GAAP net earnings per share within the first year ANDOVER , Mass . and BERLIN , July 01 , 2021 ( GLOBE NEWSWIRE ) -- MKS Instruments , Inc. ( NASDAQ : MKSI ) ( " MKS " ) , a global provider of technologies that enable advanced processes and improve productivity , and Atotech Limited ( NYSE : ATC ) ( " Atotech " ) , a leading process chemicals technology company and a market leader in advanced electroplating solutions , today announced that they have entered into a definitive agreement pursuant to which MKS will acquire Atotech for $ 16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share . The equity value of the transaction is $ 5.1 billion and the enterprise value of the transaction is approximately $ 6.5 billion . The transaction will result in pro forma annual revenue of $ 3.8 billion 1 and is expected to be accretive to MKS ' Non - GAAP net earnings per share within the first year and additive to MKS ' free cash flow . MKS expects to realize $ 50 million in annualized cost synergies within 18 to 36 months . " Together , MKS and Atotech will be uniquely positioned to drive faster , better solutions and innovations for customers in advanced electronics , " said MKS President and CEO John T.C. Lee . " By combining leading capabilities in lasers , optics , motion and process chemistry , the combined company will optimize the PCB Interconnect , a significant enabling point of next - generation advanced electronics that represents the next frontier for miniaturization and complexity . We anticipate the addition of Atotech will position MKS to enable roadmaps for future generations of advanced electronics devices . The acquisition of Atotech also provides MKS with a recurring revenue stream from a consumables portfolio for leading - edge devices , with meaningful scale and potential on which to build . " MKS and Atotech have complementary customer solutions in key advanced electronics markets , with MKS ' expertise in via drilling and Atotech in electroplating . PCBs are becoming increasingly complex as miniaturization is creating new challenges where reliability , productivity and peak performance are critical . The roadmap for next generation interconnects continues to accelerate the need for more integrated solutions that enable yield and throughput gains . " The combination of Atotech's expertise in electroplating and chemistry and MKS ' strengths in lasers , laser systems , optics and motion will enable innovative and ground - breaking solutions for customers in the areas of materials processing and complex applications . This transaction is an excellent outcome for our shareholders , and we believe it will provide immediate value and the opportunity to benefit from the upside potential of the combined company , " said Geoff Wild , CEO of Atotech . MKS intends to fund the cash portion of the transaction with a combination of available cash on hand and committed debt financing . The combined company is expected to have pro forma net cash and investments of approximately $ 800 million and total debt outstanding of $ 5.3 billion at closing , with an estimated gross leverage ratio of under 4.0 times and net leverage ratio of under 3.5 times.2 MKS has also obtained a commitment to replace its current $ 100 million asset - based revolving credit facility with a $ 500 million revolving credit facility . The transaction , expected to be implemented by way of a scheme of arrangement of Atotech under the laws of Jersey , has been unanimously approved by the MKS and Atotech boards of directors and is subject to Atotech shareholder approval , approval of the Royal Court of Jersey , regulatory approvals , and other customary closing conditions , and is expected to close by the fourth quarter of 2021. Carlyle and its affiliates ( " Carlyle " ) , owner of 79 % of outstanding Atotech common shares , have signed an irrevocable agreement to vote in favor of the transaction . Eighty percent of shares owned by Carlyle will be subject to a 30 - day lock - up period post - closing and 60 % of shares owned by Carlyle will be subject to a 60 - day lock - up period post - closing . Perella Weinberg Partners is acting as financial advisor and DLA Piper is acting as legal advisor to MKS . WilmerHale is acting as legal advisor to MKS for the financing . J.P. Morgan and Barclays Bank PLC provided committed financing for the transaction and were advised by Paul Hastings . Credit Suisse is acting as financial advisor and Latham and Watkins is acting as legal advisor to Atotech . Carey Olsen is advising MKS and Ogier is advising Atotech as to Jersey law matters . 1. Consists of revenue for the last twelve months as of March 31 , 2021 for ( i ) MKS , ( ii ) Atotech , and ( iii ) Photon Control Inc. , the acquisition of which MKS expects to close in the third quarter of 2021 . 2. Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021 , assuming the prior closings of the acquisitions of Atotech and Photon Control Inc. Estimate also includes $ 50 million of pro forma annual run rate cost synergies .