MKS Devices confirms revised provide to accumulate Coherent for $ 250 per Nasdaq share: MKSI
ANDOVER, Mass., March 8, 2021 (GLOBE NEWSWIRE) – MKS Devices, Inc. (NASDAQ: MKSI), a worldwide supplier of applied sciences that allow superior processes and enhance productiveness, right this moment confirmed that it has submitted a revised provide Friday, March 5, 2021 to accumulate all the excellent shares of Coherent, Inc. for $ 250 per share, consisting of $ 135 in money and $ 115 in widespread inventory of MKS (topic to a symmetrical 10% collar).
“We respect the willpower of the Coherent Board, though we’re dissatisfied that they didn’t declare ours to be a superior providing,” mentioned John TC Lee, President and CEO of MKS. “We now have at all times targeted on creating long-term worth. We proceed to consider that MKS is the perfect companion for Coherent, and our evaluation of synergies, leverage and dilution offers us confidence that the short- and long-term worth creation of our providing exceeds that of competing provides. Nevertheless, we stay disciplined consumers. “
Lazard and Barclays are performing as monetary advisers to MKS and WilmerHale LLP is performing as authorized counsel to MKS. Barclays is offering dedicated debt financing for the proposed transaction.
About MKS Devices
MKS Devices, Inc. is a worldwide provider of devices, methods, subsystems and course of management options that measure, monitor, ship, analyze, energy and management vital parameters of superior manufacturing processes so as to enhance course of efficiency and productiveness for our clients. Our merchandise are derived from our core competencies in stress measurement and management, stream measurement and management, fuel and vapor supply, fuel composition evaluation, digital management expertise, reactive fuel technology and supply, energy technology and supply, vacuum expertise, lasers, photonics, optics, precision movement management, vibration management and methods options laser based mostly manufacturing. We additionally present providers associated to the upkeep and restore of our merchandise, set up and coaching providers. Our major markets served embody semiconductors, industrial applied sciences, life and well being sciences, analysis and protection. Extra data may be discovered at www.mksinst.com.
Protected Harbor for forward-looking statements
Statements on this press launch concerning the proposed transaction between MKS and Coherent, future monetary and working outcomes, advantages and synergies of the transaction, financing of the transaction, future alternatives for the mixed firm and some other statements concerning the long run expectations and beliefs of the administration of MKS, the targets, plans or prospects represent forward-looking statements throughout the which means of the Non-public Securities Litigation Reform Act of 1995. Any statements which aren’t statements of historic truth (together with together with statements containing the phrases “will”, “plans”, “intention”, “believes”, “plans”, “anticipates”, “expects”, “estimates”, “plans”, “continues” and expressions related) also needs to be thought of as forward-looking statements. These statements are solely predictions based mostly on present assumptions and expectations. Precise occasions or outcomes could differ materially from these of the forward-looking statements set forth herein. Among the many vital elements that might trigger precise occasions to vary materially from these talked about within the forward-looking statements are: the last word final result of discussions between MKS and Coherent, together with the chance that Coherent will finally reject a transaction with MKS; the power of the events to conclude a transaction; the chance that the circumstances for closing any transaction, together with the receipt of required regulatory approvals and the approval of the respective shareholders of MKS and Coherent, is not going to be met on a well timed foundation or in any respect; litigation associated to the transaction; unexpected prices, costs or bills ensuing from the transaction; the chance that the disruption of the proposed transaction will materially and adversely have an effect on the respective companies and companies of MKS and Coherent; MKS ‘skill to comprehend the anticipated synergies, value financial savings and different advantages from the proposed transaction, together with the chance that the anticipated advantages from the proposed transaction is not going to be realized on time or in any respect; potential opposed reactions or modifications in enterprise relationships ensuing from the announcement, suspension or completion of the transaction; MKS ‘skill to retain and rent key staff; legislative, regulatory and financial developments; altering circumstances affecting the markets wherein MKS operates, together with fluctuations in capital spending within the semiconductor trade and different superior manufacturing markets; fluctuations in gross sales to current and potential clients of MKS and Coherent; the affect of the COVID-19 pandemic on the worldwide financial system and monetary markets, together with any restrictions on the operations of MKS or Coherent and the operations of their respective clients and suppliers ensuing from public well being necessities and mandates authorities; the phrases of the MKS time period mortgage and the provision and phrases of financing to be engaged in reference to the transaction; competitors from bigger or extra established corporations within the respective markets of MKS and Coherent; MKS’s skill to efficiently develop the enterprise of the merged firm; the challenges, dangers and prices related to integrating the companies of MKS and Coherent; potential fluctuations in quarterly outcomes; dependence on the event of recent merchandise; speedy modifications in expertise and the market; acquisition technique; manufacturing and provide dangers; volatility of inventory costs; worldwide operations; monetary danger administration; and different elements described in MKS ‘most up-to-date Type 10-Okay report filed by MKS with the USA Securities and Alternate Fee (the “SEC”). Extra danger elements could also be recognized on occasion in future MKS filings. The forward-looking statements included on this press launch communicate solely as of the date hereof, and MKS undertakes no obligation to replace these forward-looking statements to replicate subsequent occasions or circumstances, besides as in any other case offered by the securities. and different relevant legal guidelines.
Extra data and the place to search out it
This communication doesn’t represent a proposal to purchase or the solicitation of a proposal to promote securities. This communication considerations a proposal that MKS made for a enterprise mixture transaction with Coherent. As a part of this proposal and topic to future developments, MKS (and, if a negotiated transaction is accepted, Coherent) could file a number of registration statements, prospectuses, proxy statements or different paperwork with the SEC . This communication doesn’t change any registration assertion, prospectus, proxy assertion or different doc that MKS and / or Coherent could file with the SEC in reference to the proposed transaction. MKS AND COHERENT INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS CAREFULLY FILED TO THE SEC IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE. IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any closing proxy round (if and when obtainable) will likely be mailed to the shareholders of Coherent and MKS. Traders and safety holders will have the ability to get hold of free copies of those paperwork (if and when obtainable) and different paperwork filed with the SEC by MKS by the web site maintained by the SEC at http: //www.sec.gov.
Members within the solicitation
MKS and sure of its administrators and senior officers could also be deemed to take part in any solicitation referring to the proposed transaction beneath the principles of the SEC. Data concerning the pursuits of such members in any such proxy solicitation and an outline of their direct and oblique pursuits, by title or in any other case, will likely be included in any proxy round and different related paperwork to be filed with the SEC if and once they develop into obtainable. Extra data concerning the administrators and officers of MKS is included in the newest definitive proxy assertion of MKS, which was filed with the SEC on March 27, 2020. These paperwork could also be obtained freed from cost from the sources famous beneath. above.
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