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Entegris, Leaders in Electronic Materials, Acquire CMC Materials

Entegris, Inc. (NASDAQ: ENTG) today announced that it has completed its acquisition of CMC Materials, Inc. 

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“It is an exciting day at Entegris. With the closing of the acquisition of CMC Materials, we are creating the global leader in electronic materials,” said Bertrand Loy, president and chief executive officer of Entegris.

“We are better positioned than ever to address our customers’ most demanding process challenges and support their ambitious technology roadmaps, while achieving a faster time-to-solution. The addition of CMC Materials further differentiates our unit-driven platform and will allow us to unlock significant growth through enhanced innovation, scale and execution. We are confident that the combined organization will be poised to deliver meaningful value for our customers, colleagues and shareholders. Moving forward we are focused on efficiently and effectively completing the integration of CMC Materials, driving revenue and cost synergies, and deleveraging the balance sheet.”

With the addition of CMC Materials’ suite of solutions, Entegris offers the industry’s most comprehensive portfolio and enhanced operating capabilities, for applications in the fab environment and across the semiconductor ecosystem. This expanded portfolio increases Entegris’ content per wafer opportunity and its unit-driven revenue from 70% to approximately 80%. Our enhanced materials and process solutions will help customers improve productivity, performance and total cost of ownership.

In connection with the completion of the transaction, Entegris has established a new operating model. The company will now operate in four divisions:

  • Microcontamination Control (MC), will continue to include the Liquid Microcontamination Control, Gas Microcontamination Control and New Markets business units;
  • Specialty Chemicals and Engineered Materials (SCEM), will include Entegris’ Advanced Deposition Materials, Specialty Chemicals, Specialty Materials and Gases and Surface Prep and Integration business units (all of which were part of the SCEM division). It will also include CMC Materials’ International Test Solutions (ITS), as well as Performance Materials operations, Pipeline and Industrial Materials (PIM) and QED;
  • Advanced Materials Handling (AMH), will continue to include Wafer Handling, Fluid Handling, Sensing and Control, Liquid Packaging and Life Sciences business units;
  • And the new Advanced Planarization Solutions (APS) Division, which will include an end-to-end suite of CMP solutions, including CMC Materials’ CMP Slurries, CMP Pads and Electronic Chemicals businesses, as well as Entegris’ Post CMP Cleans, Pad Conditioners, CMP Slurries and Brushes business lines.

Entegris also expanded its Executive Leadership Team, which now includes:

  • Bertrand Loy, President and Chief Executive Officer
  • Michael Besnard, Senior Vice President, Chief Commercial Officer
  • Olivier Blachier, Senior Vice President, Business Development
  • Joe Colella, Senior Vice President, General Counsel and Secretary
  • Greg Graves, Executive Vice President, Chief Financial Officer
  • Clint Haris, Senior Vice President and President, Microcontamination Control
  • Jim O’Neill, Senior Vice President, Chief Technology Officer
  • Sue Rice, Senior Vice President, Global Human Resources
  • Neil Richards, Senior Vice President, Global Operations, Supply Chain and Quality
  • Bill Shaner, Senior Vice President and President, Advanced Materials Handling
  • Stuart Tison, Senior Vice President and President, Specialty Chemicals and Engineered Materials
  • Dann Woodland (formerly of CMC Materials)Senior Vice President and President, Advanced Planarization Solutions

Financial Terms

The total purchase price (inclusive of debt retired and cash assumed) at close was approximately $5.7 billion1, including $3.8 billion in cash paid to CMC shareholders, 12.9 million2 shares of Entegris stock, and approximately $900 million of debt retired and approximately $200 million of acquired cash. Entegris financed the cash portion of the purchase price through debt financing. Entegris has significant liquidity at closing, consisting of cash on hand and an undrawn revolver. Entegris expects to achieve a gross leverage ratio of ~4.0x by the end of 2022 and thereafter deleverage to a gross leverage ratio of <3.0x. The breakdown of the financing is shown below.

The transaction is expected to be accretive to non-GAAP EPS within one year. Entegris continues to expect to realize $75 million in run-rate cost synergies and $40 million in CapEx synergies within 12 to 18 months. In addition, Entegris expects to drive meaningful revenue synergies through co-optimized solutions, cross-selling opportunities and stronger customer response and collaboration.

As a result of the completion of the transaction, CMC Materials has become a wholly-owned subsidiary of Entegris, and the shares of CMC Materials common stock, which previously traded under the ticker symbol “CCMP” on the NASDAQ, have ceased trading on and will be delisted from the NASDAQ.

Upcoming Events and Information

Entegris expects to host a virtual Investor and Analyst Meeting by the fall of 2022, where it will provide an update on the CMC Materials integration and the overall financial outlook for the combined platform. The company also expects to provide pro forma recast historical financials during its third fiscal quarter.

Debt Instruments Used to Close the Transaction

 

 

Amount

 

Rate

 

Due

 

Term Loan B

 

$2,495m

 

Term SOFR + 3.00%

 

2029

 

Senior Secured Notes

 

$1,600m

 

4.75%

 

2029

 

Senior Unsecured Notes

 

$895m

 

5.95%

 

2030

 

364-Day Unsecured Bridge

 

$275m

 

Term SOFR + 4.55%

 

2023

 

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