Ladies and gentlemen, thank you for standing by and welcome to the conference call to discuss MKS Instruments' agreement to acquire Atotech. At this time, all participants are in a listen-only mode. After the speaker's presentation, there'll be a question-and-answer session. To ask a question during the session, you need to press star one on your telephone. If you require any further assistance, please press star then zero. I would now like to turn the call over to your host, David Ryzhik. You may begin. Thank you, Kevin. Good morning, everyone, and thank you for joining us on short notice. This morning, we announced we have entered into an agreement to acquire Atotech for $5 billion. With me today are John Lee, our President and CEO, Geoff Wild, Atotech's President and CEO, and Seth Bagshaw, our Senior Vice President and CFO. Please note that this call will include forward-looking statements, including statements regarding our expectations regarding the acquisition, including expected synergies, future financial and operating results of the combined company, expectations regarding accretion, benefits to customers, the expected timetable for closing, as well as strategies of the combined company in the markets in which we operate, including trends in those markets and growth opportunities. These statements are subject to risks and uncertainties that could cause actual results to differ materially from our current expectations. We encourage you to review the factors described in today's joint press release, in our most recent annual report on Form 10-K, and any subsequent quarterly reports on Form 10-Q, and in Atotech's annual report on Form 20-F, and any subsequent reports which are on file with the SEC. These statements are based on our expectations as of today and should not be relied upon as representing our views as of any date subsequent to today. MKS and Atotech disclaim any obligation to update these statements except as required by applicable law. During this call, we may also discuss non-GAAP or non-IFRS financial measures. These non-GAAP and non-IFRS financial measures are not prepared in accordance with U.S. generally accepted accounting principles or IFRS respectively. A reconciliation of the non-GAAP and non-IFRS financial measures to the most directly comparable GAAP or IFRS measures is available in the presentation posted to the investor relations section of our website. A recording of today's call will be available on MKS and Atotech's website shortly after the conclusion of this call. I will now turn the call over to John. John? Thanks, David. Good morning, everyone, and thanks for joining us today. We're excited to announce that we have reached an agreement to acquire Atotech for $5 billion. Throughout MKS' 60-year history, we have enabled the trend towards miniaturization, first in the semiconductor market and now extending into the many steps that enable advanced electronics. This transaction creates a unique capability to optimize the interconnect where chips are integrated into devices. We see the interconnect as the next frontier for miniaturization and complexity, the same trends that we saw driving semiconductors over the past 60 years. That was the basis of our strategic move into advanced markets, which we highlighted at our Analyst Day in December. These same trends also led us to today's transaction, another important step in our journey, which we believe offers compelling value for our shareholders, customers, partners, and employees. Atotech is a company we know well. As you'll hear in today's presentation, they sit adjacent to MKS in the via formation workflow, an area where customers are demanding more creativity and faster solutions to address the relentless challenges of miniaturization and complexity. In fact, our engineers have engaged in technical collaborations with Atotech for roughly a year because of these trends. The possibility of combining forces has been intriguing to MKS, and we're excited to make that a reality today. Before diving deeper, let me first turn it over to Geoff for some remarks. Geoff? John, thank you very much. I think this deal marks an important milestone in the continued growth and evolution of our great company. It also provides meaningful, immediate value for our shareholders, as well as the opportunity to share in our continued success as part of MKS. Atotech is a leading specialty chemicals technology company, delivering chemistry, equipment, software, and service to support diverse end markets. To support end market, excuse me. Our products can be found in almost all technology applications today, including printed circuit boards, package substrates, and semiconductors. We also provide plating solutions for numerous industrial and consumer applications, such as automotive, heavy machinery, and household appliances. Joining with MKS presents an opportunity to accelerate our growth and development around the world. We have complementary customer solutions in key advanced electronic markets. With Atotech's expertise in electroplating and chemistry and MKS' expertise in via drilling. We share MKS' view that the PCB interconnect is the next frontier for miniaturization and complexity and have been developing leading-edge products in this space for many years. The roadmap for next-generation interconnect continues to accelerate the need for more integrated solutions that enable yield and throughput gains, and our combined companies will be poised to lead in this space. Now, both companies have an R&D-driven culture of innovation in advanced electronics. We are also both committed to partnering with our customers to solve the most critical problems and lead the way with their new solutions. At this time, if I may, I'd like to take a moment to thank our associates. Their hard work and dedication made today's news possible, and I'm deeply proud of what Atotech has accomplished to date. With those remarks, John, back over to you. Thank you. Thanks, Geoff. As you know, our acquisition track record is both disciplined and focused on creating value through strategic opportunities, sound management, and a focus on the growth of the newly acquired business. This transaction is compelling strategically and financially and is consistent with our acquisition criteria. Atotech is an established global leader in specialty chemicals with a razor blade business model that both differentiates its offerings and leads to sticky long-term relationships with their customers. The pairing of Atotech's expertise in chemistry with our laser systems business and related expertise in motion and optics will give us the deepest understanding of the via drilling and plating workflow, positioning us to lead the way in optimizing the interconnect. We expect this transaction will also strengthen the financial profile of MKS. It's expected to be accretive to our non-GAAP EPS within the first year. We expect it will deliver a steady consumables revenue stream to complement our equipment and subsystems businesses. We're confident that the capital structure of the deal is manageable. We anticipate continuing our track record of deliberate de-levering. We shared the graphic on this slide with you at our Analyst Day. We share it again here to show you that our strategy hasn't changed. We talked a lot about miniaturization, complexity, and novel materials. Atotech's industry leadership in critical chemical processes that deliver highly reliable interconnect materials is key to enabling the roadmap of advanced electronics. This slide shows a little more detail about Atotech. As Geoff said, Atotech is a global leader in specialty chemicals, equipment, software, and services for PCBs, semiconductor IC packaging, and surface finishing. They operate in two segments. In the electronics business, Atotech is a leader in plating and packaging for the PCB market. In fact, they serve 28 of the top 30 manufacturers. Atotech's equipment performs best when used with Atotech's chemistry. Customers see the value, and that drives a strong recurring consumables business that grows along with the installed base of equipment. Overall, we believe the electronics segment is growing at 4%-6% CAGR, excluding FX and commodity pricing pass-throughs, and is levered to the advanced electronics drivers such as 5G, AI, and IoT. Atotech's General Metal Finishing business, or GMF, leverages the company's chemicals expertise into surface finishing across a variety of end markets, including automotive manufacturing. It's a business with GDP-type growth over the long term. Together, these businesses serve important end markets with the lion's share addressing advanced electronics, an area we've singled out in the past as a strategic focus for MKS. On the bottom, you'll see this is a strong margin profile specialty chemical company that enjoys a strong patent position with tremendous commitment to R&D. In fact, they have perhaps the largest R&D operation in the industry, with a global footprint of 16 technology centers and approximately 1,900 technical experts at customers' sites. This fosters deep customer intimacy, which also happens to be a key pillar of MKS's culture and success. With well over 7,000 customers, Atotech is trusted around the world with a firmly established competitive position and strong profitability. When it comes to PCBs, increasing device complexity is driving innovation and is developing in the same manner as we saw in the semiconductor market, with the same challenges around shrinking geometries and increasing density. To get a little more specific, with the increasing density of electronic components, there's a need for more complex packaging into smaller and smaller form factors. This requires the ability to create denser arrays of circuits and interconnectivity on PCBs and substrates. Achieving the qualitative demands of miniaturization consistently is challenging. Accuracy, know-how, and highly developed technology are required to enable the connection of chips and devices. Currently, different pieces of this workflow are provided by different specialists, like MKS in drilling and Atotech in plating. We believe that by combining this expertise, we will accelerate the delivery of differentiated solutions more quickly. We've put together an animation here to give you a sense of how MKS and Atotech will combine forces from a technical perspective. PCB manufacturing is a cyclical process of photolithography, lamination, and interconnect formation. Vias are the conductive connections between layers. Via formation plays a critical part in ensuring PCB performance, productivity, and yield. Here's how the process works. The first step is to coat the surface with an oxide layer to help absorb the laser energy. Atotech offers the best-in-class oxide treatment. Laser drilling is where MKS comes in. Our Geode via drilling system is the market's most advanced solution for high-density interconnect throughput. Pulses from the CO2 laser will absorb quickly with the oxide treatment and remove the copper and underlying non-conductive material, leaving a hole or via to the next layer. Laser drilling can leave behind residues and particles. The next step is to clean up the via and lay the groundwork for a plating-ready surface. This is called copper splash removal and de-smear, both processes where Atotech has highly developed solutions. After de-smear, the via is ready to receive a very fine copper seed layer onto the non-conductive material. After a successful copper seed layer, the surface is ready for robust growth using flash copper plating. Atotech's expertise in pulse plating ensures that capability to grow the precise amount of copper where it's needed. In some cases, the plated vias will need to be filled with additional copper, again, using a galvanic process. The finished via is what ultimately determines device performance and reliability, all at micron scale, in millions per device. By optimizing the via formation workflow, MKS and Atotech have the ability to optimize the shape, size, and performance of the PCB while providing the lowest cost of ownership. As you look at a representation of the finished process for a multilayer PCB, you can see how this gets very complex. With increased density, including potentially different via sizes. Of course, all this must be done with extreme precision, so you can get a sense of something I said earlier. The direction of the PCB market and the interconnect in particular, is one of complexity, not commodity. Optimized process workflows will be more and more critical to enable the features and functionality required by next generation devices. Let's move from the technical view of the market to where we are showing complexity as a function of via size. Our companies serve adjacent portions of the packaging value chain as complexity levels increase and via sizes shrink. Today, MKS operates in the advanced PCB and IC packaging markets. These are the markets where our innovative laser systems offerings are gaining design wins and market traction. Atotech's SAM is broader, starting in the more mature multilayer PCB market and moving up the value chain to wafer redistribution layer packaging. As you can see, our complementary overlap is most relevant in the advanced packaging of PCBs. In thinking about the value creation potential of this transaction, the key is the differentiation we will now be able to offer in delivering equipment and chemistry together to optimize process workflows for increasingly complex PCBs. That potential, in our view, is pretty compelling. We estimate the combined laser drilling and PCB chemical processing SAM at a combined $4 billion, growing at a 3%-5% CAGR annually. We believe the combined company has less than 25% share of that market today. There are a couple of ways we will be uniquely positioned to grow that share, which I'll touch on in the next slide. An important part of uniting lasers with chemical processing is that it helps gets MKS's laser drilling expertise to the customer table alongside Atotech. This will enable us to deliver better, more creative design approaches for our customers. Today, we can bring each other to the table across both Flex PCBs, where MKS is strong, and rigid high-density interconnect PCBs, where Atotech is a proven leader and where MKS is starting to make market share inroads. The timing is right, as next generation design cycles post 5G are starting soon. Millimeter -wave 5G, and ultimately 6G and beyond, are on the horizon. Getting into this game together now puts us in an exciting position. Now I'll turn it over to Seth to run you through the financial story. Thanks, John. Good morning, everyone. Let's jump right in, move to the next slide. Let me summarize the four key points that make this a compelling financial opportunity for MKS. First, Atotech is a great business with strong growth and EBITDA margins. Second, their razor blade business model is attractive for us, and further balances out our revenue streams with the addition of their recurring consumables business. In fact, with every $1 spent at Atotech equipment, you can expect an attractive attach rate of high margin chemistry consumables as well as service offerings. Third, this transaction is expected to be accretive to EPS within the first year, and we expect to generate an estimated $50 million of run rate cost synergies within 18-36 months of closing. Fourth, we expect to be generating strong free cash flow on a pro forma combined basis. This, plus growing EBITDA, allows us the type of flexibility we like when looking at deleveraging post-closing. If you know our past performance, is always important consideration. It's also worth noting that under the anticipated financing package, we'll have no material debt maturities for five years. Here's a quick look at some high-level pro forma data. The MKS today column is pro forma, our recently announced Photon Control transaction, which we expect to close in the third quarter. You can see that Atotech brings strong adjusted growth in adjusted EBITDA margins. Pro forma, about 40% of our combined sales will come from highly predictable and stable revenues. The pro forma combined adjusted EBITDA margin includes the $50 million of cost synergies. Overall, we'll have a broader, more stable revenue stream, combined with share expansion opportunities over the long term. We see this as a great combination for MKS investors and stakeholders. We have a proven track record of deleveraging quickly. Maybe you remember this chart from our recent Analyst Day presentation. Because of the stability of the combined business, we are comfortable having leverage that is slightly little bit higher than our prior acquisitions. At the time of closing, we expect that the pro forma leverage will be under 4 x on a gross basis and at 3 point times on a net basis. We're projecting a strong credit position with cash at $800 million and a $500 million revolving credit facility as well. As I've noted, we expect to be generating strong free cash flow and solid EBITDA growth. The long lead time on maturities brings to play a proven track record in managing balance sheet optionality in a proactive approach to debt repricings. Here's a quick summary of the key terms. You've all seen the details in the press release and heard the walkthrough just now, just to iterate some key points. We are confident in achieving the announced synergies, expect to achieve these synergies within 18 - 36 months of closing, and have a long-standing track record of successful integrations. Additionally, the technical and strategic fit that John just went through makes this a transaction that we believe is uniquely valuable to MKS. MKS shareholders are expected to own 84% of the pro forma shares. As I mentioned, we're comfortable with the projected debt leverage levels. We expect to close by year-end, assuming timely receipt of regulatory approvals and satisfaction of other customary closing conditions. We expect the deal will be accretive to EPS within the first year, while bringing compelling strategic and financial benefits to MKS. With that, let me turn the call back over to John to wrap up. Thanks, Seth. Before we get to questions, let me quickly recap. We're extremely excited about the opportunities in front of us. Any acquisition needs to make good strategic and financial sense. Let me summarize the strategic rationale. Atotech gives us important domain expertise in chemistry and electroplating, which we see as very complementary to our via drilling business. It is also critical to our view of the SAM miniaturization and complexity trends that are shaping our semi and advanced markets businesses. We know Atotech well and have been collaborating for some time. Optimizing the interconnect is the next frontier in advanced electronics, this deal will make us a leading expert on the key process workflows for PCBs around interconnect. Equally important, at MKS, one of our guiding principles is to win as a team. We could not be more excited to welcome Atotech's dedicated employees, who are the bedrock of the company's rich history of innovation and world-class service for their customers. With all of that, we are in a great position to optimize the interconnect and deliver long-term value for our shareholders, customers, partners, and employees. Thank you all for listening. Now, let's open it up for questions. Ladies and gentlemen, if you have a question or comment at this time, please press the star, then the one key on your touchtone telephone. If your question has been answered, and you wish to remove yourself from the queue, please press the pound key. We also ask that you limit yourself to one question and one follow-up. Our first question comes from Krish Sankar, with Cowen and Company. Yeah. Hi. Thanks for taking my question. John, I had two questions. First one is, in the past, you guys have done a very good job in acquisitions, but most of them have been on the hardware side. This is more a chemical business, a little bit outside your core expertise. How do you handicap that, given the fact that some of these businesses have potential environmental and regulatory risk? You have to be subject to cost fluctuations from input chemical feedstock. I'm kind of curious, how do you get comfortable around the fact that, with regards to you running a chemical company? I have a follow-up. Yeah, sure. Well, certainly Atotech's management team has been very good at running a chemicals company. In all of our acquisitions, the management teams we rely on, they bring expertise to MKS. With respect to commodity pricing, of course, palladium is one of the biggest costs in the business. The industry uses a pass-through model, Atotech has been public about that, so we have no concerns about that. With respect to environmental challenges, Atotech has world-class teams, as well as a record of dealing with any kinds of issues there. They're one of the most environmentally friendly types of companies in that industry. They're also a leader in developing new chemistries to replace older, more toxic chemistries. Geoff has talked to me a little bit about the [chromium (III)] replacing chromium(VI), and that's really an area where they, through their R&D, have led the industry to safer chemicals use. Got it. Thanks, John. As a quick follow-up, were there any other bidders for this asset? What is the timeframe you expect the transaction to close? Are there any specific geographies where you need approval from? Yeah. Typically, there are other geographies that require approval. That's nothing new. We're targeting to close before the end of the year. That's what our teams are working towards. Thank you. Thanks, Krish. Our next question comes from Tom Diffely with D.A. Davidson. Yeah, good morning. John, I was hoping you could talk a little bit about the timing of this deal, and why today versus six months ago when it was a private company? I think six months ago, we were involved with something that you probably know about. Yeah. We have a pipeline, Tom, as you know, of all types of potential partners in this electronics supply chain that I talked about. The miniaturization and complexity that drives advanced electronics. The supply chain has got semi, it's got lasers, it's got packaging, they're profit pools in that entire supply chain. When you look at those opportunities, this is why it makes sense, this is why companies like Atotech have been technical partners with us in the past, why this makes sense going forward. The timing was right. We had a lot of time on our hands, I guess, Tom, after the last events. Okay. No, I understand. Then quickly on the competitive front, who are the main competitors? What is Atotech's competitive advantage versus them? Yeah. Atotech's competitive advantage is, I believe, the amount of effort and expense they put into R&D. I think their customers tell us that that's really how they differentiate. They do have competitors, but we believe that, and they've published this. They're a market leader in the electronics chemistry space. The other competitors, are Element Solutions and DuPont, I believe. In GMF, I believe they're also market leaders and Element Solutions and maybe another company, which I can't recall, are the competitors. There's competition, but I believe they're market leaders in both their segments. Okay. Thanks for your time. Yep. Our next question comes from Joe Quatrochi with Wells Fargo. Yeah. Thanks for taking the question. I was curious, you said you've been working with them from an R&D perspective for over a year. I guess, what do you think is maybe the most underappreciated or what surprised you the most, that kind of led to the transaction today? Maybe, how do we think about the combined entity, maybe accelerating innovation in maybe some of those areas or targeting that? Yeah, Joe, I don't know if there was anything like a surprise, because we knew they were leaders in the via formation part of why we worked with them. That was something we knew about. I think their due diligence has just reinforced that leadership, which was, as I said, brought about because of their investments in R&D, the commitment to it to their customers. I think, as I said, that's probably what we're most excited about is that area of synergy between our equipment and solutions division, laser drilling and all that surround the work piece, lasers and optics that go around that, with the via formation workflow. That's an area of collaboration. They have other parts of the business which are great too, in terms of collaboration and potential synergies for solutions faster, that's what we had talked about today. Got it. Just as a quick follow-up from the prior question, was this a competitive bidding process? I don't know if I saw, is there a breakup fee? Yeah. I think I'd just refer to when they file a proxy to kind of walk you through what occurred. That's probably the best chance we have on that one, frankly. Yeah. Like any other public transaction, it will be in the proxy. Thank you. Your next question comes from Ben Kallo with Baird. Hey, thanks for taking my question. First, could you just talk about maybe the customer overlap, specifically in the electronics part? On the GMF side, could you talk about how that fits into your business ultimately? It seems like it's maybe less of a fit, but I don't know your business well. The third thing, could you just talk about premium, and how you got to the premium? It looks like it's 10% over when the deal was first rumored out there. Just how you got to the price there, if you could share anything with us, that'd be helpful. Thank you. Yeah. There's a lot of questions. I don't even remember the last two. I'll take this one. You can remind me on the first one. In terms of GMF and how that fits, there's a lot of synergy of technical know-how in the two divisions of Atotech, the electronics and the GMF. That chemistry know-how is then applied to different markets, electronics and GMF. That's where a lot of the synergy is. The GMF, you're right, it's a little different markets than MKS historically has been in. As you probably know, MKS also has been in other industrial markets, leveraging our technical know-how that's been developed for semi or lasers for that matter. It still fits our model because we're leveraging the technical R&D and having that go across different markets. In terms of premium is what it is. It was something that worked for both sides. I really can't comment more on that. Ben, what was your first question? No problem. Sorry, I threw them all at you. The first one was just the customer overlap. Could you talk to that? Oh, customer overlap. Yeah. Yeah, sure. Yeah, as we talked about in the presentation, Atotech supplies 28 out of the top 30 PCB manufacturers. Our equipment and solutions division, certainly in flex, where we are leaders, is working with the same customers. Because most customers are doing flex and high-density interconnect PCBs. As you know, we have leadership in flex drilling, but not yet high-density interconnect PCBs, but they're the same customers. Those customers do both. They all use plating. There's tremendous overlap with respect to our customers. Great. Thank you, and congrats to both of you guys. Thank you. Thank you. Our next question comes from Jim Ricchiuti with Needham & Company. Hi. Good morning. A question on if we think about the combined company, I wonder if you can give us some flavor for the market vertical concentration. Looks like automotive now becomes clearly a much bigger part of the business for you guys. If you could, maybe just give us a feel for how the profile of the company is going to look by end market vertical. We think about end market in some sense as advanced electronics, Jim. You have our semiconductor group targeted at, for sure, that market. You have a big part of our advanced markets on the Newport side, as you know, laser-based manufacturing targeted towards advanced electronics. Half of the Newport Group is targeted to research in life and health sciences and other markets. Atotech is probably 65% of their business is going towards the electronics division and 35% over on GMF. You add all those parts up, a fairly significant portion of our company is targeted towards advanced electronics. I apologize. I joined the call a little bit late. Geoff, maybe this is a question for you. The GMF business, I think there was some sizing of the electronics portion of the business, and I'm wondering if you could give us a feel for the size of the GMF market and the growth rate. It looks like you guys have pretty good share in that segment of the market as well. Atotech is the leader in the GMF market. It is roughly a third of the size of the company. It works into automotive industrial applications. It supplies coating materials for wind turbines, for solar panels, this kind of application, industrial applications. A wide variety. It also overlaps with electronics. It provides plating chemistry, for example, for the antenna for 5G phones because of the surface finishing properties that are needed there. There's wide overlap with the MKS kind of solutions and even the electronics approach. Shares common factories, common technologies, as John said. If I could squeeze one more in and then I'll jump back in the queue. John, you alluded to the consumables portion of the Atotech business, and I'm wondering if there's a way for you to talk to what you see as the combined recurring revenue stream for MKS and Atotech looking out as a combined entity. Yeah, right. The consumables part of Atotech combined and pro forma, along with services. Services is, as you know, really driven by utilization as well for our semiconductor markets. That combined, whatever you want to call it, recurring revenue stream is going to be 40% of the company. Got it. Thanks very much. Congratulations to both of you on the deal. Great. Thanks, Jim. Our next question comes from Mark Miller with The Benchmark Company. I'm just wondering, what was the driver or drivers of the GAAP loss reported in 2020? Sorry, Mark, I didn't catch that there. What was reported in 2020? Atotech reported a GAAP loss in 2020. I just was wondering what was behind that. Yeah. You can probably pull up the [business app] there, Mark, so you can probably pull up, obviously, their public filings. I think it was COVID-19 related to perhaps the automotive industry. That business obviously performed pretty well. That's goodwill write-off, I think is what occurred that quarter. Thank you. Obviously quite a bit. Yeah. Thank you. Yeah. You're welcome. Our next question comes from Scott Graham with Rosenblatt Securities. Hey. Good morning, and congratulations. I do have a couple of questions for you around the GMF business as well. I know that one of your responses on the synergy here, John, was technical R&D, but that just does seem like a very different business than that we're used to with MKS. I was just wondering, is that a business that really is core to what you're doing? We think it's core to Atotech for sure because of the leverage of the R&D that is spent in chemistry. Certainly, the business does very well, as Geoff said. It's market leader. I think they even disclose by division gross margins and EBITDA margins, you'll see those are very good. Scott, if you look at some of the MKS businesses, we're using our equipment to make diamonds. We're using our equipment to make Tic Tacs and heat pasta. Those are not big markets for us, our equipment is very useful there, that equipment is developed for other markets, quite useful in those other markets. To your point, it's not like a core market today for MKS, it's certainly sizable. Going forward, we think it adds an attractive diversification into industrials and consumer products for us Understood. Thank you. The follow-up question, this is maybe more for Seth. Seth, it looks like the EBITDA margin of this business is mid-upper teens. First of all, can you tell us the true EBIT margin of the business trailing 12 months? It also looks like it's a lot less than MKSI's. I'm just wondering, does that mean that there's potentially a fair amount of upside to the $50 million of synergies? Yeah. Thanks, Scott. Anyway, I think if you go to page 16 of the slide, we talk about EBITDA margins, $336 million, in our kind of adjusted numbers. That's in line with the MKS standalone EBITDA margin. I can't give you the EBIT margins separately at this point, but the EBITDA margins and gross margins obviously are at or above MKS. We feel very good about that operating model and the financial model going forward. Very strong cash generation, obviously. The $50 million, it's a well-run company. We're very impressed in the diligence process, working with the team at Atotech. We think the announced synergies is appropriate given how we view that business. It's been under good leadership for a number of years. We think the opportunities there are pretty low-hanging fruit, kind of normal public company costs. You don't need double the audit fees, double the insurance cost, if you will. That's kind of arrived at the $50 million, and it's again, 18 - 36 months. Working with the team locally, if we find more opportunity, for sure, we'll definitely execute on that as well. We will work with the local team to get their input. We're very interested in kind of collaborating closely with them as we did in our other acquisitions as well. All right. Yeah. Okay. Thank you. Yep, you're welcome. Our next question comes from Paretosh Misra with Berenberg. Good morning, again. Thanks for taking my question. What's a good way to think about incremental margins for Atotech's business? Maybe if you could share any kind of fixed versus variable cost structure that might be helpful, too. Thanks, Paretosh Misra. I think when we get closer to closing and close the company, we'll get a better view externally on updated operating models. I think it's right now a little premature to kind of get that dialogue. It's safe to say, obviously, you see the gross margins and the EBITDA margins, very strong operating model. We're very much aligned with It's additive or in line with the MKS model, which we know is pretty robust. I think really trying to give you an operating model and that type of clarity, until we get toward closing the business, it's probably the better time to kind of get those level of details, if that's okay. Yeah, that's fair enough. How much of Atotech sales are derived from China? Do you expect to file as a simplified procedure for regulatory approval? Yeah, I think the revenue in China is like around the 35%-40% range. The regulatory filings, again, we've had experience with a number of acquisitions and filing those jurisdictions. We're pretty experienced. ESI, obviously, had a large China footprint, we cleared that pretty quickly as well. I think we'll just right now do all the filings and work through it, our goal here is to complete all of those regulatory requirements and normal closing requirements by the end of the calendar year. We'll try to move that forward as best we can, obviously. That's kind of our expectation right now. Understood. If I could ask just maybe one more. In your electronics business, electronics manufacturing business, in recent years, you have witnessed a digestion period, so to say. Did Atotech's electronics business see a similar cycle, or the drivers were different? Actually, yeah, that was certainly a sensitive topic for us, and we certainly asked that question. Actually, during the last cycle, they actually did not have a digestion period. Equipment did, but consumables actually continued to grow, actually. Interesting. Great. Thanks, Seth. That's all I have. Yep. Thanks, Paretosh. Our next question comes from Brian Chin with Stifel. Hi, this is Brian Chin on for Patrick Ho. Good morning, and congratulations as well. Maybe just a couple of questions from us. First, maybe quantifying this, John Lee, is a step too far, but can you give any parameters around the magnitude and timing of potential revenue synergies you expect, particularly around the PCB market exposure? You talking about revenue synergies? Yeah. It's probably a little premature to talk about that, but I think the only comment I'd make is we have already been talking to them technically, our teams, for about a year. Now we can just accelerate that. Of course, it takes time for adoption. I think if you look at the roadmap for PCBs and the sizes of the vias and the lines as they continue, those are just like semi, more opportunities for new solutions faster. It's not something that's going to happen in six months. It's something that, just like our power, takes a few years, but you got to put the money in now and the R&D in now. Okay. Got it. Sort of transitioning into sort of advanced packaging, how do you think the chip industry's increased adoption of interposer like 2.5D and 3D packaging trends and technologies, how do you think that will benefit and influence growth rates for the overlapping and emerging Atotech products? Yeah, no, a lot of these interposers are what Atotech is doing because those interposers are sometimes are made with materials that are similar to [ACI] materials. Sometimes they're made with wafer type materials, and Atotech plays in both. I think this is an area that's got lots of people trying different things, and that's really good because I think most all of them are going to require smaller features that are going to require lasers to make them and plating chemistries that are going to be just much more advanced than they are even today. Okay, great. Thank you. Thanks, Brian. I'm not showing any further questions at this time. Thank you, everyone. Yeah, great. Thank you, everyone. We look forward to telling you more about the acquisition as we move along towards close. I want to thank Geoff for joining me today, and we look forward to working with Atotech's team. Ladies and gentlemen, this concludes today's presentation. You may now disconnect. Have a wonderful day.