FOR IMMEDIATE RELEASE
December 15, 2021
Contact:
Bill Seymour
Vice President of Investor Relations
(952) 556-1844
bill.seymour@entegris.com
Entegris to Acquire CMC Materials
Billerica, Mass. and Aurora, IL – Entegris, Inc. (NASDAQ: ENTG) and CMC Materials, Inc. (NASDAQ: CCMP) 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 & From 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.
About Entegris
Entegris is a world-class supplier of advanced materials and process solutions for the semiconductor and other
high-technology industries. Entegris has approximately 6,600 employees throughout its global operations and is
ISO 9001 certified. It has manufacturing, customer service, and/or research facilities in the United States, Canada,
China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea, and Taiwan. Additional information may
be found at www.entegris.com.
About CMC Materials
CMC Materials, Inc., headquartered in Aurora, Illinois, is a leading global supplier of consumable materials
primarily to semiconductor manufacturers. The company’s products play an important 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 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.
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