Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
________________________________________
FORM 8-K
________________________________________ 
 
 CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 25, 2018
 
 _______________________________________
 Entegris, Inc.
(Exact name of registrant as specified in its charter)
 _______________________________________
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 
 
 
 
001-32598
 
41-1941551
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
129 Concord Road, Billerica, MA
 
01821
(Address of principal executive offices)
 
(Zip Code)
(978) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 _______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





Item 2.01    Completion 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, pursuant 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 8.01    Other 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 8.01 by reference.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
 
Description
2.1
 
99.1
 
* Schedules and exhibits have been omitted pursuant 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.







SIGNATURE

Pursuant 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, 2018            By: /s/ Gregory B. Graves            
Name: Gregory B. Graves
Title: Executive Vice President and Chief Financial Officer







EXHIBIT INDEX
     
Exhibit
No.
 
Description
2.1
 
99.1
 
* Schedules and exhibits have been omitted pursuant 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.




Exhibit
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12326694&doc=3
 
PRESS RELEASE

Alexa Manocchio
Public Relations
T +1 978-405-4660
alexa.manocchio@entegris.com

Exhibit 99.1
ENTEGRIS COMPLETES ACQUISITION OF SAES PURE GAS BUSINESS FROM SAES GROUP

BILLERICA, Mass., June 25, 2018 - Entegris, Inc. (NASDAQ: ENTG), a leader in specialty chemicals and advanced materials solutions, announced today it has completed the acquisition of the SAES Pure Gas business from SAES Getters S.p.A. (“SAES Group”).
Under the agreement, which was originally announced on June 6, 2018, Entegris has purchased the shares and assets which comprise the SAES Pure Gas business for approximately $355 million, subject to customary purchase price adjustments.
“With this acquisition, we are even better positioned to meet the increasingly more stringent contamination control requirements within the semiconductor industry,” said Bertrand Loy, president and Chief Executive Officer of Entegris. “The combination of technology platforms and talent will help us create superior value for our customers and shareholders.”
ABOUT ENTEGRIS
Entegris is a leader in specialty chemicals and advanced materials solutions for the microelectronics industry and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “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 include statements related to the acquisition of the SAES Pure Gas business; future financial and operating results; benefits and synergies of the transaction; future opportunities for the combined company; market and technology trends; and other matters. These statements involve risks and uncertainties that may cause actual results to differ including, but not limited to, the ability to successfully integrate the operations and employees of the SAES Pure Gas business; risks that the transaction disrupts the current plans and operations of Entegris or the SAES Pure Gas business; the ability to realize anticipated synergies and cost savings; the ability to successfully grow the SAES Pure Gas business; the weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for our products and solutions; our ability to continue technological innovation and introduce new products to meet our customers' rapidly changing requirements; and other risk factors and additional information described in our filings with the Securities and Exchange Commission, including under the heading “Risks Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 15, 2018, and in our other periodic filings. Entegris assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.




_________________________________________________________________________
ENTEGRIS, INC.
129 Concord Road, Building 2
T + 1 978 436 6500
entegris.com

Billerica, MA 01821 USA
F + 1 978 436 6745

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