CMC Materials Announces Stockholder Approval of Merger Agreement with Entegris
03 Mars 2022 - 3:38PM
CMC Materials, Inc. (Nasdaq: CCMP), a leading global supplier of
consumable materials primarily to semiconductor manufacturers,
announced that at today’s special meeting its stockholders voted to
approve the previously announced merger agreement, under which
Entegris, Inc. (Nasdaq: ENTG) will acquire CMC Materials in a cash
and stock transaction with an enterprise value of approximately
$6.5 billion at announcement.
Preliminary voting results indicate that the
merger agreement proposal was approved by approximately 84% of the
outstanding shares of CMC Materials common stock entitled to vote
at the special meeting of stockholders. The final voting results of
the special meeting, as tabulated by an independent inspector of
elections, will be filed by the company as part of a Form 8-K with
the U.S. Securities and Exchange Commission (“SEC”). The
transaction is expected to close in the second half of 2022,
subject to the satisfaction of customary closing conditions.
ABOUT CMC MATERIALS, INC.
CMC Materials, Inc., headquartered in Aurora,
Illinois, is a leading global supplier of consumable materials
primarily to semiconductor manufacturers. The company’s
products play a critical role in the production of advanced
semiconductor devices, helping to enable the manufacture of
smaller, faster and more complex devices by its customers. CMC
Materials, Inc. is also a leading provider of performance materials
to pipeline operators. The company's mission is to create
value by delivering high-performing and innovative solutions that
solve its customers’ challenges. The company has
approximately 2,200 employees globally. For more information about
CMC Materials, Inc., visit www.cmcmaterials.com, or contact Colleen
Mumford, Vice President, Communications and Marketing, at
630-499-2600.
FORWARD LOOKING STATEMENTS
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are subject to risks and uncertainties and
are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1993, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. The words “believe”
“continue,” “could,” “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,
including statements related to anticipated results of operations,
business strategies of Entegris, CMC Materials and the combined
company, anticipated benefits of the proposed transaction, the
anticipated impact of the proposed transaction on Entegris’ and CMC
Materials’ business and future financial and operating results, the
expected amount and timing of synergies from the proposed
transaction, the anticipated closing date for the proposed
transaction and other aspects of CMC Materials’ and Entegris’
operations or operating results, are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond
Entegris’ and CMC Materials’ control, and could cause actual
results to differ materially from those indicated in such
forward-looking statements. These factors and risks include, but
are not limited to, (i) weakening of global and/or regional
economic conditions, generally or specifically in the semiconductor
industry, which could decrease the demand for Entegris’ and CMC
Materials’ products and solutions; (ii) the parties’ ability to
meet rapid demand shifts; (iii) the parties’ ability to continue
technological innovation and introduce new products to meet
customers’ rapidly changing requirements; (iv) Entegris’ and CMC
Materials’ ability to protect and enforce intellectual property
rights; (v) operational, political and legal risks of Entegris’ and
CMC Materials’ international operations; (vi) the increasing
complexity of certain manufacturing processes; (vii) raw material
shortages, supply and labor constraints and price increases; (viii)
changes in government regulations of the countries in which
Entegris and CMC Materials operate; (ix) the fluctuation of
currency exchange rates; (x) fluctuations in the market price of
Entegris’ stock; (xi) the level of, and obligations associated
with, Entegris’ and CMC Materials’ indebtedness; (xii) the impact
of public health crises, such as pandemics (including coronavirus
(COVID-19)) and epidemics and any related company or government
policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the
functioning of national or global economies and markets; and (xiii)
other risk factors and additional information. In addition,
risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty
associated with financial or other projections; the prompt and
effective integration of Entegris’ businesses and the ability to
achieve the anticipated synergies and value-creation contemplated
by the proposed transaction; the risk associated with the timing of
the closing of the proposed transaction, including the risk that
the conditions to the transaction are not satisfied on a timely
basis or at all and the failure of the transaction to close for any
other reason; the risk that a regulatory consent or authorization
that may be required for the proposed transaction is not obtained
or is obtained subject to conditions that are not anticipated;
unanticipated difficulties or expenditures relating to the
transaction, the outcome of any legal proceedings related to the
merger, the response and retention of business partners and
employees as a result of the announcement and pendency of the
transaction; and the diversion of management time on
transaction-related issues. These risks, as well as other
risks related to the proposed transaction, are included in the
registration statement on Form S-4, as amended, and proxy
statement/prospectus that were filed with the SEC in connection
with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in the
registration statement on Form S-4, as amended, and proxy
statement/prospectus are, considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. For a more detailed discussion of such
risks and other factors, see Entegris’ and CMC Materials’ filings
with the SEC, including under the heading “Risks Factors” in Item
1A of Entegris’ Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, which was filed with the SEC on February
4, 2022, and CMC Materials’ Annual Report on Form 10-K for the
fiscal year ended September 30, 2021, which was filed with the SEC
on November 12, 2021 and amended by the Form 10-K/A filed with the
SEC on January 19, 2022, CMC Materials’ Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 2021, which was
filed with the SEC on February 3, 2022, and in other periodic
filings, available on the SEC website or www.entegris.com or
www.cmcmaterials.com. Entegris and CMC Materials assume no
obligation to update any forward-looking statements or information,
which speak as of their respective dates, to reflect events or
circumstances after the date of this communication, or to reflect
the occurrence of unanticipated events, except as may be required
under applicable securities laws. Investors should not assume that
any lack of update to a previously issued “forward-looking
statement” constitutes a reaffirmation of that statement.
Colleen Mumford
Vice President, Communications and Marketing
CMC Materials, Inc.
(630) 499-2600
CMC Materials (NASDAQ:CCMP)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
CMC Materials (NASDAQ:CCMP)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024