Entegris, Inc. and CMC Materials, Inc. today announced a definitive merger agreement under which Entegris will acquire CMC Materials in a cash and stock transaction with an enterprise value of approximately $6.5 billion.
Under the terms of the agreement, CMC Materials shareholders will receive $133.00 in cash and 0.4506 shares of Entegris common stock for each share of CMC Materials common stock they own. The total per share consideration represents a 35% premium over CMC Materials’ closing price on December 14, 2021, and a 38% premium to the 10-day volume weighted average share price. Upon completion of the transaction, Entegris shareholders will own approximately 91% of the combined company and CMC Materials shareholders will own approximately 9%.
CMC Materials is a leading supplier of advanced materials primarily for the semiconductor industry. The addition of CMC Materials’ leading CMP portfolio will broaden Entegris’ solutions set, creating a comprehensive electronic materials offering. The complementary nature of the companies’ technology platforms will enable Entegris to bring to market a broader array of innovative and high-value solutions, at a faster pace. These enhanced materials and process solutions for the most advanced manufacturing environments will help customers improve productivity, performance and total cost of ownership.
Bertrand Loy, President and Chief Executive Officer of Entegris, said, “Acquiring CMC Materials will further differentiate our unit-driven platform and advance our ability to provide a broad range of process solutions for our customers, at a faster time-to-solution. The highly complementary combined portfolio creates the industry’s most comprehensive and innovative end-to-end electronic materials offering, as well as significantly expands our growing served market and content per wafer opportunity. In addition, we believe the acquisition will allow us to unlock significant growth through enhanced innovation, scale and execution. We also expect to utilize our significant cash flows to rapidly reduce leverage. We are confident that as a combined organization, we will be poised to deliver significant value for our customers, colleagues and shareholders.”
“We are excited to be joining forces with Entegris. The combination provides immediate and substantial value to CMC Materials shareholders and provides meaningful participation in the long-term growth opportunities created by the transaction,” said David Li, President and Chief Executive Officer of CMC Materials. “CMC Materials and Entegris share highly complementary businesses and capabilities grounded in world-class innovation and customer collaboration. As part of Entegris’ leading platform, we will maintain our strong focus on technology innovation and customer partnerships and provide expanded opportunities for our employees. We look forward to what the combined company can accomplish.”
Compelling Strategic and Financial Benefits
- Highly Complementary Combined CMP Portfolio Significantly Expands Served Markets and Provides Customers with Comprehensive and Innovative Offering: Entegris will offer a compelling value proposition to customers in the industry through a broader portfolio of solutions and enhanced operating capabilities, in the fab environment and across the supply chain. The addition of CMC Materials’ leading CMP slurries and pads will provide Entegris with a full end-to-end suite of CMP solutions, also including liquid filters (POU and bulk), post-CMP cleaning chemistries and brushes, CMP pad conditioners, particle monitors and chemical packaging products, enabling shorter development times for these solutions. The expanded portfolio will increase Entegris’ growing served markets in semiconductor applications to approximately $12 billion as well as its content per wafer opportunity, and it will increase Entegris’ unit-driven revenue from 70% to approximately 80%.
- Accelerates Innovation Capabilities through Greater R&D Scale and Expanded IP Portfolio: As customers transition to more complex device architectures, there will be increased demand for higher-quality, higher-performing technologies, delivered to market faster. Entegris will have greater capability to innovate and meet evolving customer demand through the deployment of proven, industry-leading commercial, operational and R&D capabilities. In addition, Entegris’ deep expertise in purification, contamination control and advanced materials will enhance CMC Materials’ long-term technology advancement.
- Meaningful Revenue Growth and EPS Accretion: The transaction is expected to be significantly accretive to non-GAAP EPS within the first year post-closing. Entegris expects to realize $75 million in run-rate cost synergies and $40 million in CapEx synergies within 12 to 18 months from the closing of the transaction. In addition, Entegris expects to drive meaningful revenue synergies through co-optimized solutions, cross-selling opportunities and stronger customer response and collaboration.
- Strong Cash Flow Generation Enables Investments in Growth and Disciplined Deleveraging: Entegris is targeting pro forma adjusted gross leverage of approximately 4.0x at closing. With approximately $1.1 billion in adjusted EBITDA on a pro forma LTM basis including synergies, Entegris will be well positioned to rapidly reduce its leverage to less than 3.0x, while investing in growth opportunities and continuing its dividend policy for the benefit of Entegris and CMC Materials shareholders. Entegris plans to suspend share repurchases until further notice.
Additional Terms, Financing and Approvals
The transaction is to be financed with a combination of equity issued to CMC Materials, new debt and cash on hand. Entegris has obtained fully committed debt financing from Morgan Stanley Senior Funding, Inc.
The transaction is not subject to a financing condition.
The transaction is expected to close in the second half of 2022, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by CMC Materials shareholders.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Entegris. Goldman Sachs & Co. LLC is serving as financial advisor to CMC Materials, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel.
Conference Call and Webcast
Entegris and CMC Materials will host a conference call and online webcast today, December 15, 2021, at 8:00 a.m. Eastern Time to discuss the transaction. The conference call can be assessed by dialing toll-free (877) 270-2148 or (412) 902-6510 for international callers requesting the Entegris and CMC Materials call. A live webcast of the conference call will be available on the investor relations section of each company’s website at Entegris investor.entegris.com and CMC Materials cmcmaterials.com/investors as well as the transaction website at www.EntegrisCMCTransaction.com.
A replay of the call will be available from December 15, 2021 to December 29, 2021 by dialing (877) 344-7529 (U.S.), (855) 669-9658 (Canada) or (412) 317-0088 (International) and using the passcode 9724655. A replay of the webcast can be accessed via each company’s IR website.
Presentation and Infographic
Associated presentation materials and an infographic regarding the transaction will be available on the investor relations site of each company’s website at investor.entegris.com and cmcmaterials.com/investors as well as a transaction website at www.EntegrisCMCTransaction.com.