UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2021, MKS Instruments, Inc., a Massachusetts corporation (the “Company” or “MKS”), and Atotech Limited, a Bailiwick of Jersey company (“Atotech”), issued a joint press release announcing entry into a definitive agreement (the “Implementation Agreement”) on July 1, 2021, providing for, subject to the terms and conditions of the Implementation Agreement, the acquisition (the “Acquisition”) of Atotech by the Company, which is expected to be implemented by means of a scheme of arrangement under the laws of Jersey. Pursuant to the Implementation Agreement, upon the effective date of the Acquisition, the Company will acquire each issued and outstanding common share of Atotech in exchange for per share consideration of $16.20 in cash and 0.0552 of a share of MKS common stock. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The Company announced that it will hold an investor call and webcast on July 1, 2021 at 8:30 a.m. Eastern Time to discuss the Acquisition. Ahead of this call, the Company is making available an investor presentation which will be discussed on the call and which is furnished as Exhibit 99.2 hereto.
The information contained in Item 7.01 of this Current Report and in the accompanying exhibits is being furnished pursuant to Item 7.01 and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Joint Press Release dated July 1, 2021, issued by the Company and Atotech | |
| 99.2 | Investor Presentation dated July 1, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MKS Instruments, Inc. | ||||||
| By: | /s/ Seth H. Bagshaw | |||||
| Date: July 1, 2021 | Name: | Seth H. Bagshaw | ||||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||||
Exhibit 99.1
MKS Instruments to Acquire Atotech
| • | $5.1 billion cash and stock transaction combines capabilities in lasers, optics, motion and process chemistry to enable next-generation advanced electronics |
| • | Accelerates interconnect solutions for customers to address increasing miniaturization demands that enables integration of chips to devices |
| • | Recurring consumables portfolio for leading edge devices |
| • | $50 million in annualized cost synergies expected within 18 to 36 months |
| • | Transaction expected to be accretive to Non-GAAP net earnings per share within the first year |
ANDOVER, Mass. and BERLIN, Germany – July 1, 2021 — (GLOBE NEWSWIRE) — MKS Instruments, Inc. (NASDAQ: MKSI) (“MKS”), a global provider of technologies that enable advanced processes and improve productivity, and Atotech Limited (NYSE: ATC) (”Atotech”), a leading process chemicals technology company and a market leader in advanced electroplating solutions, today announced that they have entered into a definitive agreement pursuant to which MKS will acquire Atotech for $16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share. The equity value of the transaction is $5.1 billion and the enterprise value of the transaction is approximately $6.5 billion.
The transaction will result in pro forma annual revenue of $3.8 billion1 and is expected to be accretive to MKS’ Non-GAAP net earnings per share within the first year and additive to MKS’ free cash flow. MKS expects to realize $50 million in annualized cost synergies within 18 to 36 months.
“Together, MKS and Atotech will be uniquely positioned to drive faster, better solutions and innovations for customers in advanced electronics,” said MKS President and CEO John T.C. Lee. “By combining leading capabilities in lasers, optics, motion and process chemistry, the combined company will optimize the PCB Interconnect, a significant enabling point of next-generation advanced electronics that represents the next frontier for miniaturization and complexity. We anticipate the addition of Atotech will position MKS to enable roadmaps for future generations of advanced electronics devices. The acquisition of Atotech also provides MKS with a recurring revenue stream from a consumables portfolio for leading-edge devices, with meaningful scale and potential on which to build.”
MKS and Atotech have complementary customer solutions in key advanced electronics markets, with MKS’ expertise in via drilling and Atotech in electroplating. PCBs are becoming increasingly complex as miniaturization is creating new challenges where reliability, productivity and peak performance are critical. The roadmap for next generation interconnects continues to accelerate the need for more integrated solutions that enable yield and throughput gains.
“The combination of Atotech’s expertise in electroplating and chemistry and MKS’ strengths in lasers, laser systems, optics and motion will enable innovative and ground-breaking solutions for customers in the areas of materials processing and complex applications. This transaction is an excellent outcome for our shareholders, and we believe it will provide immediate value and the opportunity to benefit from the upside potential of the combined company,” said Geoff Wild, CEO of Atotech.
MKS intends to fund the cash portion of the transaction with a combination of available cash on hand and committed debt financing. The combined company is expected to have pro forma net cash and investments of approximately $800 million and total debt outstanding of $5.3 billion at closing, with an estimated gross leverage ratio of under 4.0 times and net leverage ratio of under 3.5 times.2 MKS has also obtained a commitment to replace its current $100 million asset-based revolving credit facility with a $500 million revolving credit facility.
The transaction, expected to be implemented by way of a scheme of arrangement of Atotech under the laws of Jersey, has been unanimously approved by the MKS and Atotech boards of directors and is subject to Atotech shareholder approval, approval of the Royal Court of Jersey, regulatory approvals, and other customary closing conditions, and is expected to close by the fourth quarter of 2021. Carlyle and its affiliates (“Carlyle”), owner of 79% of outstanding Atotech common shares, have signed an irrevocable agreement to vote in favor of the transaction. Eighty percent of shares owned by Carlyle will be subject to a 30-day lock-up period post-closing and 60% of shares owned by Carlyle will be subject to a 60-day lock-up period post-closing.
Perella Weinberg Partners is acting as financial advisor and DLA Piper is acting as legal advisor to MKS. WilmerHale is acting as legal advisor to MKS for the financing. J.P. Morgan and Barclays Bank PLC provided committed financing for the transaction and were advised by Paul Hastings. Credit Suisse is acting as financial advisor and Latham and Watkins is acting as legal advisor to Atotech. Carey Olsen is advising MKS and Ogier is advising Atotech as to Jersey law matters.
| 1. | Consists of revenue for the last twelve months as of March 31, 2021 for (i) MKS, (ii) Atotech, and (iii) Photon Control Inc., the acquisition of which MKS expects to close in the third quarter of 2021. |
| 2. | Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021, assuming the prior closings of the acquisitions of Atotech and Photon Control Inc. Estimate also includes $50 million of pro forma annual run rate cost synergies. |
Conference Call Details
MKS will hold a conference call to discuss this announcement on July 1, 2021 at 8:30 a.m. (Eastern Time). To access a live webcast of the conference call and related presentation materials management will refer to during the call, visit MKS’ website at mksinst.com and click on Company – Investor Relations. The webcast and related presentation materials will be listed in the calendar of events. To participate by telephone, please dial (877) 212-6076 for domestic callers and (707) 287-9331 for international callers, provide the operator with Conference ID 1793197, and access the presentation materials on MKS’ website. An archive of the webcast and related presentation materials will be available on MKS’ and Atotech’s websites.
About MKS Instruments
MKS Instruments, Inc. is a global provider of instruments, systems, subsystems and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes to improve process performance and productivity for our customers. Our products are derived from our core competencies in pressure
measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, vacuum technology, lasers, photonics, optics, precision motion control, vibration control and laser-based manufacturing systems solutions. We also provide services relating to the maintenance and repair of our products, installation services and training. Our primary served markets include semiconductor, industrial technologies, life and health sciences, and research and defense. Additional information can be found at www.mksinst.com.
About Atotech
Atotech is a leading specialty chemicals technology company and a market leader in advanced electroplating solutions. Atotech delivers chemistry, equipment, software, and services for innovative technology applications through an integrated systems-and-solutions approach. Atotech solutions are used in a wide variety of end-markets, including smartphones and other consumer electronics, communications infrastructure, and computing, as well as in numerous industrial and consumer applications such as automotive, heavy machinery, and household appliances.
Atotech, headquartered in Berlin, Germany, is a team of 4,000 experts in over 40 countries generating annual revenue of $1.2 billion in 2020. Atotech has manufacturing operations across Europe, the Americas, and Asia. With its well-established innovative strength and industry-leading global TechCenter network, Atotech delivers pioneering solutions combined with unparalleled on-site support for over 9,000 customers worldwide. For more information about Atotech, please visit us at www.atotech.com.
As noted at the time of Atotech’s public offering, Atotech is not a company subject to regulation under the City Code on Takeovers and Mergers (the ”UK Takeover Code”), therefore no dealing disclosures are required to be made under Rule 8 of the UK Takeover Code by shareholders of MKS or Atotech.
Financial Information; Presentation of Combined Information
Except as otherwise indicated, all financial information of MKS has been reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and all financial information of Atotech has been reported in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
The combined financial information set forth herein has not been prepared in accordance with Article 11 of Regulation S-X but rather represents a combination of MKS’ results with the results of Atotech and Photon Control Inc., MKS’ acquisition of which is expected to close in the third quarter of 2021. Except as otherwise stated herein, Atotech financial information has not been conformed to the accounting principles (GAAP) and accounting policies followed by MKS. Combined financial information pursuant to Article 11 could differ materially from the combined information presented herein.
Use of Non-GAAP Financial Measures
This press release includes financial measures that are not in accordance with GAAP (“Non-GAAP financial measures”) and financial measures that are not in accordance with IFRS (“Non-IFRS financial measures”). These Non-GAAP financial measures and Non-IFRS financial measures should be viewed in addition to, and not as a substitute for, MKS’ and Atotech’s reported GAAP and IFRS results, and may be different from Non-GAAP financial measures and Non-IFRS
financial measures used by other companies. In addition, these Non-GAAP financial measures and Non-IFRS financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures and Non-IFRS financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results.
MKS is not providing a quantitative reconciliation of forward-looking Non-GAAP net earnings to GAAP net income or forward-looking Adjusted EBITDA to GAAP net income because it is unable to estimate with reasonable certainty the ultimate timing or amount of certain significant items without unreasonable efforts. For forward-looking Non-GAAP net earnings to GAAP net income, these items include, but are not limited to, acquisition and integration costs, amortization of intangible assets, amortization of the step-up of inventory to fair value, restructuring and other expense, asset impairment, and the income tax effect of these items. For forward-looking Adjusted EBITDA to GAAP net income, these items include, but are not limited to, net interest expense, depreciation expense, acquisition and integration costs, amortization of intangible assets, restructuring and other expense, asset impairment, the income tax effect of these items, and the provision for income taxes. MKS is also not providing a quantitative reconciliation of forward-looking free cash flow to operating cash flow because it is unable to estimate with reasonable certainty the ultimate timing or amount of capital expenditures without unreasonable efforts, in addition to the timing of payments for acquisition and integration costs and restructuring and other expense, among other items, which will affect operating cash flow. All of these items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the relevant period.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding the proposed transaction between MKS and Atotech (the “transaction”), the expected timetable for completing the transaction, future financial and operating results and metrics for the combined company, including to reflect MKS’ acquisition of Photon Control Inc., which is expected to close in the third quarter of 2021, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about MKS’ or Atotech’s managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should also be considered to be forward-looking statements. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are: the ability of the parties to complete the transaction; the ability of MKS to complete its acquisition of Photon Control Inc., which is expected to close in the third quarter of 2021; the risk that the conditions to the closing of the transaction, including receipt of required regulatory approvals and approval of Atotech shareholders, are not satisfied in a timely manner or at all; the terms of MKS’ existing term loan, the terms and availability of financing for the transaction, the substantial indebtedness the Company expects to incur in connection with the transaction and the need to generate sufficient cash flows to service and repay such debt; litigation relating to the transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that disruption from the transaction materially and adversely affects the respective businesses and operations of MKS and Atotech; restrictions during the pendency of the transaction that impact MKS’ or Atotech’s ability to pursue certain business opportunities or other strategic transactions; the ability of MKS to realize the anticipated synergies, cost savings and other benefits of the transaction, including the risk that the anticipated benefits from the transaction may not be realized within the expected time period or at all; competition from larger or
more established companies in the companies’ respective markets; MKS’ ability to successfully grow Atotech’s business; potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the transaction; the ability of MKS to retain and hire key employees; legislative, regulatory and economic developments, including changing conditions affecting the markets in which MKS and Atotech operate, including the fluctuations in capital spending in the semiconductor industry and other advanced manufacturing markets and fluctuations in sales to MKS’ and Atotech’s existing and prospective customers; the challenges, risks and costs involved with integrating the operations of the companies we acquire; the impact of the COVID-19 pandemic and related private and public measures on Atotech’s business; the ability of MKS to anticipate and meet customer demand; manufacturing and sourcing risks, including supply chain disruptions and component shortages; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; international operations; financial risk management; and the other factors described in MKS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and any subsequent Quarterly Reports on Form 10-Q, and Atotech’s Annual Report on Form 20-F for fiscal year ended December 31, 2020 and any Reports on Form 6-K, each as filed with the U.S. Securities and Exchange Commission (the “SEC”). MKS and Atotech are under no obligation to, and expressly disclaim any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Atotech plans to provide to its shareholders a circular containing information on the anticipated scheme of arrangement vote regarding the proposed transaction (the “Scheme Circular”). Atotech may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Scheme Circular or any other document that may be filed by Atotech with the SEC.
BEFORE MAKING ANY VOTING DECISION, ATOTECH’S SHAREHOLDERS ARE URGED TO READ THE SCHEME CIRCULAR IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY ATOTECH WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at Atotech shareholder meetings to approve the proposed transaction, the scheme of arrangement or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in Atotech’s Scheme Circular. Shareholders may obtain a free copy of the Scheme Circular and other documents Atotech files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. Scheme Circular makes available free of charge on its investor relations website at investors.atotech.com copies of materials it files with, or furnishes to, the SEC.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The proposed transaction will be implemented solely pursuant to the scheme of arrangement, subject to the terms and conditions of the definitive agreement between MKS and Atotech, dated July 1, 2021, which contains the full terms and conditions of the proposed transaction.
MKS Contacts:
Investor Relations:
David Ryzhik
Vice President, Investor Relations
Telephone: +1 978.557.5180
Email: david.ryzhik@mksinst.com
Press Relations:
Bill Casey
Senior Director, Marketing Communications
Telephone: +1 630.995.6384
Email: bill.casey@mksinst.com
Tom Davies / Jeremy Fielding
Kekst CNC
Emails: tom.davies@kekstcnc.com/ jeremy.fielding@kekstcnc.com
Atotech Contacts:
Investor Relations & Communications:
Sarah Spray
Vice President, Global Head of Investor Relations & Communications
+1 803.504.4731
Email: sarah.spray@atotech.com
Patrick Ryan (USA) / Ruediger Assion (Germany)
Edelman
Emails: patrick.ryan@edelman.com / ruediger.assion@edelman.com
Exhibit 99.2 Optimizing the Interconnect: The Next Frontier For Miniaturization & Complexity July 1, 2021 MKS To Acquire AtotechExhibit 99.2 Optimizing the Interconnect: The Next Frontier For Miniaturization & Complexity July 1, 2021 MKS To Acquire Atotech
Safe Harbor for Forward-Looking Statements Statements in this presentation regarding the proposed transaction (the “transaction”) between MKS Instruments, Inc. (“MKS”) and Atotech Limited (“Atotech”), the expected timetable for completing the transaction, future financial and operating results and metrics for the combined company, including to reflect MKS’ acquisition of Photon Control Inc., which is expected to close in the third quarter of 2021, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about MKS’ or Atotech’s managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should also be considered to be forward-looking statements. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are: the ability of the parties to complete the transaction; the ability of MKS to complete its acquisition of Photon Control Inc., which is expected to close in the third quarter of 2021; the risk that the conditions to the closing of the transaction, including receipt of required regulatory approvals and approval of Atotech shareholders, are not satisfied in a timely manner or at all; the terms of MKS’ existing term loan, the terms and availability of financing for the transaction, the substantial indebtedness the Company expects to incur in connection with the transaction and the need to generate sufficient cash flows to service and repay such debt; litigation relating to the transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that disruption from the transaction materially and adversely affects the respective businesses and operations of MKS and Atotech; restrictions during the pendency of the transaction that impact MKS’ or Atotech’s ability to pursue certain business opportunities or other strategic transactions; the ability of MKS to realize the anticipated synergies, cost savings and other benefits of the transaction, including the risk that the anticipated benefits from the transaction may not be realized within the expected time period or at all; competition from larger or more established companies in the companies’ respective markets; MKS’ ability to successfully grow Atotech’s business; potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the transaction; the ability of MKS to retain and hire key employees; legislative, regulatory and economic developments, including changing conditions affecting the markets in which MKS and Atotech operate, including the fluctuations in capital spending in the semiconductor industry and other advanced manufacturing markets and fluctuations in sales to MKS’ and Atotech’s existing and prospective customers; the challenges, risks and costs involved with integrating the operations of the companies we acquire; the impact of the COVID-19 pandemic and related private and public measures on Atotech’s business; the ability of MKS to anticipate and meet customer demand; manufacturing and sourcing risks, including supply chain disruptions and component shortages; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; international operations; financial risk management; and the other factors described in MKS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and any subsequent Quarterly Reports on Form 10-Q, and Atotech’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 and any reports on Form 6-K, each as filed with the U.S. Securities and Exchange Commission (the “SEC”). MKS and Atotech are under no obligation to, and expressly disclaim any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this presentation. 2Safe Harbor for Forward-Looking Statements Statements in this presentation regarding the proposed transaction (the “transaction”) between MKS Instruments, Inc. (“MKS”) and Atotech Limited (“Atotech”), the expected timetable for completing the transaction, future financial and operating results and metrics for the combined company, including to reflect MKS’ acquisition of Photon Control Inc., which is expected to close in the third quarter of 2021, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about MKS’ or Atotech’s managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should also be considered to be forward-looking statements. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are: the ability of the parties to complete the transaction; the ability of MKS to complete its acquisition of Photon Control Inc., which is expected to close in the third quarter of 2021; the risk that the conditions to the closing of the transaction, including receipt of required regulatory approvals and approval of Atotech shareholders, are not satisfied in a timely manner or at all; the terms of MKS’ existing term loan, the terms and availability of financing for the transaction, the substantial indebtedness the Company expects to incur in connection with the transaction and the need to generate sufficient cash flows to service and repay such debt; litigation relating to the transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that disruption from the transaction materially and adversely affects the respective businesses and operations of MKS and Atotech; restrictions during the pendency of the transaction that impact MKS’ or Atotech’s ability to pursue certain business opportunities or other strategic transactions; the ability of MKS to realize the anticipated synergies, cost savings and other benefits of the transaction, including the risk that the anticipated benefits from the transaction may not be realized within the expected time period or at all; competition from larger or more established companies in the companies’ respective markets; MKS’ ability to successfully grow Atotech’s business; potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the transaction; the ability of MKS to retain and hire key employees; legislative, regulatory and economic developments, including changing conditions affecting the markets in which MKS and Atotech operate, including the fluctuations in capital spending in the semiconductor industry and other advanced manufacturing markets and fluctuations in sales to MKS’ and Atotech’s existing and prospective customers; the challenges, risks and costs involved with integrating the operations of the companies we acquire; the impact of the COVID-19 pandemic and related private and public measures on Atotech’s business; the ability of MKS to anticipate and meet customer demand; manufacturing and sourcing risks, including supply chain disruptions and component shortages; potential fluctuations in quarterly results; dependence on new product development; rapid technological and market change; acquisition strategy; volatility of stock price; international operations; financial risk management; and the other factors described in MKS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and any subsequent Quarterly Reports on Form 10-Q, and Atotech’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 and any reports on Form 6-K, each as filed with the U.S. Securities and Exchange Commission (the “SEC”). MKS and Atotech are under no obligation to, and expressly disclaim any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this presentation. 2
Additional Information; No Offer or Solicitation Additional Information and Where to Find It This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Atotech plans to provide to its shareholders a circular containing information on the anticipated scheme of arrangement vote regarding the proposed transaction (the “Scheme Circular”). Atotech may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Scheme Circular or any other document that may be filed by Atotech with the SEC. BEFORE MAKING ANY VOTING DECISION, ATOTECH’S SHAREHOLDERS ARE URGED TO READ THE SCHEME CIRCULAR IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY ATOTECH WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at Atotech shareholder meetings to approve the proposed transaction, the scheme of arrangement or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in Atotech’s Scheme Circular. Shareholders may obtain a free copy of the Scheme Circular and other documents Atotech files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. Atotech makes available free of charge on its investor relations website at investors.atotech.com copies of materials it files with, or furnishes to, the SEC. No Offer or Solicitation This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the scheme of arrangement, subject to the terms and conditions of the Implementation Agreement, which contain the full terms and conditions of the proposed transaction. 3Additional Information; No Offer or Solicitation Additional Information and Where to Find It This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Atotech plans to provide to its shareholders a circular containing information on the anticipated scheme of arrangement vote regarding the proposed transaction (the “Scheme Circular”). Atotech may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Scheme Circular or any other document that may be filed by Atotech with the SEC. BEFORE MAKING ANY VOTING DECISION, ATOTECH’S SHAREHOLDERS ARE URGED TO READ THE SCHEME CIRCULAR IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY ATOTECH WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at Atotech shareholder meetings to approve the proposed transaction, the scheme of arrangement or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in Atotech’s Scheme Circular. Shareholders may obtain a free copy of the Scheme Circular and other documents Atotech files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. Atotech makes available free of charge on its investor relations website at investors.atotech.com copies of materials it files with, or furnishes to, the SEC. No Offer or Solicitation This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the scheme of arrangement, subject to the terms and conditions of the Implementation Agreement, which contain the full terms and conditions of the proposed transaction. 3
Financial Information; Use of Non-GAAP Financial Measures Financial Information; Presentation of Combined Information Except as otherwise indicated, all financial information of MKS has been reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and all financial information of Atotech has been reported in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The combined financial information set forth herein has not been prepared in accordance with Article 11 of Regulation S-X but rather represents a combination of MKS’ results with the results of Atotech and Photon Control Inc., MKS’ acquisition of which is expected to close in the third quarter of 2021. Except as otherwise stated herein, Atotech financial information has not been conformed to the accounting principles (GAAP) and accounting policies followed by MKS. Combined financial information pursuant to Article 11 could differ materially from the combined information presented herein. Use of Non-GAAP Financial Measures This presentation also includes financial measures that are not in accordance with GAAP (“Non-GAAP financial measures”) and financial measures that are not in accordance with IFRS (“Non-IFRS financial measures”). These Non-GAAP financial measures and Non-IFRS financial measures should be viewed in addition to, and not as a substitute for, MKS’ and Atotech’s reported GAAP and IFRS results, and may be different from Non- GAAP financial measures and Non-IFRS financial measures used by other companies. In addition, these Non-GAAP financial measures and Non-IFRS financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures and Non-IFRS financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. Please see the Appendix entitled “GAAP to Non-GAAP Reconciliations” at the end of this presentation for reconciliations of our Non-GAAP financial measures and Non-IFRS financial measures to the comparable GAAP and IFRS financial measures. MKS is not providing a quantitative reconciliation of forward-looking Non-GAAP net earnings to GAAP net income or forward-looking Adjusted EBITDA to GAAP net income because it is unable to estimate with reasonable certainty the ultimate timing or amount of certain significant items without unreasonable efforts. For forward-looking Non-GAAP net earnings to GAAP net income, these items include, but are not limited to, acquisition and integration costs, amortization of intangible assets, amortization of the step-up of inventory to fair value, restructuring and other expense, asset impairment, and the income tax effect of these items. For forward- looking Adjusted EBITDA to GAAP net income, these items include, but are not limited to, net interest expense, depreciation expense, acquisition and integration costs, amortization of intangible assets, restructuring and other expense, asset impairment, the income tax effect of these items, and the provision for income taxes. MKS is also not providing a quantitative reconciliation of forward-looking free cash flow to operating cash flow because it is unable to estimate with reasonable certainty the ultimate timing or amount of capital expenditures without unreasonable efforts, in addition to the timing of payments for acquisition and integration costs and restructuring and other expense, among other items, which will affect operating cash flow. All of these items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the relevant period. 4Financial Information; Use of Non-GAAP Financial Measures Financial Information; Presentation of Combined Information Except as otherwise indicated, all financial information of MKS has been reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and all financial information of Atotech has been reported in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The combined financial information set forth herein has not been prepared in accordance with Article 11 of Regulation S-X but rather represents a combination of MKS’ results with the results of Atotech and Photon Control Inc., MKS’ acquisition of which is expected to close in the third quarter of 2021. Except as otherwise stated herein, Atotech financial information has not been conformed to the accounting principles (GAAP) and accounting policies followed by MKS. Combined financial information pursuant to Article 11 could differ materially from the combined information presented herein. Use of Non-GAAP Financial Measures This presentation also includes financial measures that are not in accordance with GAAP (“Non-GAAP financial measures”) and financial measures that are not in accordance with IFRS (“Non-IFRS financial measures”). These Non-GAAP financial measures and Non-IFRS financial measures should be viewed in addition to, and not as a substitute for, MKS’ and Atotech’s reported GAAP and IFRS results, and may be different from Non- GAAP financial measures and Non-IFRS financial measures used by other companies. In addition, these Non-GAAP financial measures and Non-IFRS financial measures are not based on any comprehensive set of accounting rules or principles. MKS management believes the presentation of these Non-GAAP financial measures and Non-IFRS financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. Please see the Appendix entitled “GAAP to Non-GAAP Reconciliations” at the end of this presentation for reconciliations of our Non-GAAP financial measures and Non-IFRS financial measures to the comparable GAAP and IFRS financial measures. MKS is not providing a quantitative reconciliation of forward-looking Non-GAAP net earnings to GAAP net income or forward-looking Adjusted EBITDA to GAAP net income because it is unable to estimate with reasonable certainty the ultimate timing or amount of certain significant items without unreasonable efforts. For forward-looking Non-GAAP net earnings to GAAP net income, these items include, but are not limited to, acquisition and integration costs, amortization of intangible assets, amortization of the step-up of inventory to fair value, restructuring and other expense, asset impairment, and the income tax effect of these items. For forward- looking Adjusted EBITDA to GAAP net income, these items include, but are not limited to, net interest expense, depreciation expense, acquisition and integration costs, amortization of intangible assets, restructuring and other expense, asset impairment, the income tax effect of these items, and the provision for income taxes. MKS is also not providing a quantitative reconciliation of forward-looking free cash flow to operating cash flow because it is unable to estimate with reasonable certainty the ultimate timing or amount of capital expenditures without unreasonable efforts, in addition to the timing of payments for acquisition and integration costs and restructuring and other expense, among other items, which will affect operating cash flow. All of these items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the relevant period. 4
Chemistry Is Critical Enabler in the Markets MKS Serves Semiconductor Advanced Markets MINIATURIZATION / FORM-FACTOR MINIATURIZATION Smaller Geometries (nm) Finer Features (µm) COMPLEXITY Vertical Scaling Higher Density CHEMISTRY CHEMISTRY CHEMISTRY Novel Materials Novel Materials Nov Novel el Ma Matteri erials als PROVEN PLAYBOOK Surround the Chamber® Surround the Workpiece® Optimization of the Interconnect is the Next Frontier for Miniaturization and Complexity 5Chemistry Is Critical Enabler in the Markets MKS Serves Semiconductor Advanced Markets MINIATURIZATION / FORM-FACTOR MINIATURIZATION Smaller Geometries (nm) Finer Features (µm) COMPLEXITY Vertical Scaling Higher Density CHEMISTRY CHEMISTRY CHEMISTRY Novel Materials Novel Materials Nov Novel el Ma Matteri erials als PROVEN PLAYBOOK Surround the Chamber® Surround the Workpiece® Optimization of the Interconnect is the Next Frontier for Miniaturization and Complexity 5
Atotech: A Leading Chemistry Solutions Provider Specialty chemicals, equipment, software and services for printed circuit boards, semiconductor IC packaging, and surface finishing Electronics 2020 2020 2020 ● PCBs, semiconductor IC packaging Revenue Mix Revenue Stream Revenue By End Market ● Equipment & consumables model creates sticky business Metal Equipment [1] Coatings ● Consumables business CAGR 4% - 6% GMF Auto General Metal Finishing (GMF) Surface ● Decorative & functional surface Finishing Electronics Advanced Electronics finishing applications Consumables ● Stable, cash generative business growing at [1] ~GDP [1] MKS internal estimates of 2021-2025 CAGR (excludes FX and palladium pass through) 2020 Revenue $1,234M Leadership Patents 2,000+ [3] Financial Metrics [2] Adjusted Gross Margin 53% R&D & Tech Center Employees ~700 Overview [2] Reported Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA $313M Total customers ~7,500 Adjusted EBITDA Margin include adjustments to align with U.S. [3] Atotech June 2021 GAAP and MKS financial Adjusted EBITDA Margin 25% PCB customers 28 of top 30 investor presentation reporting. See Appendix. 6Atotech: A Leading Chemistry Solutions Provider Specialty chemicals, equipment, software and services for printed circuit boards, semiconductor IC packaging, and surface finishing Electronics 2020 2020 2020 ● PCBs, semiconductor IC packaging Revenue Mix Revenue Stream Revenue By End Market ● Equipment & consumables model creates sticky business Metal Equipment [1] Coatings ● Consumables business CAGR 4% - 6% GMF Auto General Metal Finishing (GMF) Surface ● Decorative & functional surface Finishing Electronics Advanced Electronics finishing applications Consumables ● Stable, cash generative business growing at [1] ~GDP [1] MKS internal estimates of 2021-2025 CAGR (excludes FX and palladium pass through) 2020 Revenue $1,234M Leadership Patents 2,000+ [3] Financial Metrics [2] Adjusted Gross Margin 53% R&D & Tech Center Employees ~700 Overview [2] Reported Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA $313M Total customers ~7,500 Adjusted EBITDA Margin include adjustments to align with U.S. [3] Atotech June 2021 GAAP and MKS financial Adjusted EBITDA Margin 25% PCB customers 28 of top 30 investor presentation reporting. See Appendix. 6
Challenges at the Interconnect Demand Integrated Approach Combined PCB Expertise Unique to Industry ● Increased device complexity driving PCB and Packaging innovation ‒ Increasing density, shrinking geometries ● Interconnect quality is essential to integration of chips to devices ‒ Reliability, productivity and peak performance are critical ● Optimization of the interconnect enables price/performance gains for next-gen devices ‒ Optimized workflow delivers yield and throughput gains MKS: Atotech: PCB via Drilling Systems, Process Chemistry Lasers, Optics, Motion and Equipment Adjacent Expertise Creates Significant Market Share Opportunities 7Challenges at the Interconnect Demand Integrated Approach Combined PCB Expertise Unique to Industry ● Increased device complexity driving PCB and Packaging innovation ‒ Increasing density, shrinking geometries ● Interconnect quality is essential to integration of chips to devices ‒ Reliability, productivity and peak performance are critical ● Optimization of the interconnect enables price/performance gains for next-gen devices ‒ Optimized workflow delivers yield and throughput gains MKS: Atotech: PCB via Drilling Systems, Process Chemistry Lasers, Optics, Motion and Equipment Adjacent Expertise Creates Significant Market Share Opportunities 7
Complete Via Formation Process – Unique to the Industry VIA FORMATION PRESSING Optimize laser absorption for & PLATING G Oe p W W o td iorld orld m e:i z m e - - class class a pro ke stt- 's Cu Cu d m rillpla pla o c slte ting ting a ad nv in afor for g n c fo ed r LAMINATION PHOTO quality & productivity CO via drilling for performance viaopt opt geo im im mum per um per etry forform form platiance ance ng reland and iability 2 PROCESS and throughput r reliabil eliability ity OXIDE BLACKENING LASER PROCESS DRILLING FLOW SPLASH REMOVAL DESMEAR E-LESS CU VIA FORMATION FLASH Cu & PLATING PLATING ATOTECH VIA FILLING MKS 8Complete Via Formation Process – Unique to the Industry VIA FORMATION PRESSING Optimize laser absorption for & PLATING G Oe p W W o td iorld orld m e:i z m e - - class class a pro ke stt- 's Cu Cu d m rillpla pla o c slte ting ting a ad nv in afor for g n c fo ed r LAMINATION PHOTO quality & productivity CO via drilling for performance viaopt opt geo im im mum per um per etry forform form platiance ance ng reland and iability 2 PROCESS and throughput r reliabil eliability ity OXIDE BLACKENING LASER PROCESS DRILLING FLOW SPLASH REMOVAL DESMEAR E-LESS CU VIA FORMATION FLASH Cu & PLATING PLATING ATOTECH VIA FILLING MKS 8
Complete Via Formation Workflow – Unique to the Industry PRESSING LAMINATION PHOTO PROCESS PROCESS FLOW VIA FORMATION & PLATING 9Complete Via Formation Workflow – Unique to the Industry PRESSING LAMINATION PHOTO PROCESS PROCESS FLOW VIA FORMATION & PLATING 9
Unique Domain Expertise In PCB and Packaging …. Wafer RDL IC Packaging Advanced PCB (HDI, Flex, SLP) MKS LASER SYSTEMS Multilayer PCB ATOTECH EQUIPMENT & MATERIALS LARGER VIA SIZE SMALLER Ability to optimize chemistry and equipment together will be a key differentiator 10 LOW COMPLEXITY LEVEL HIGHUnique Domain Expertise In PCB and Packaging …. Wafer RDL IC Packaging Advanced PCB (HDI, Flex, SLP) MKS LASER SYSTEMS Multilayer PCB ATOTECH EQUIPMENT & MATERIALS LARGER VIA SIZE SMALLER Ability to optimize chemistry and equipment together will be a key differentiator 10 LOW COMPLEXITY LEVEL HIGH
…. Creates Attractive Share Gain Opportunity PCB Laser Drilling + Chemical Processing SAM MKS + Atotech MKS + ATOTECH PCB LASER DRILLING + CHEMICAL PROCESSING SAM [1] MKS internal estimates [1] ~$4B (2020) [2] MKS internal estimates. Refers to 2021-2025 CAGR [2] Share Gain Opportunity in Combined SAM Growing 3-5% Annually 11…. Creates Attractive Share Gain Opportunity PCB Laser Drilling + Chemical Processing SAM MKS + Atotech MKS + ATOTECH PCB LASER DRILLING + CHEMICAL PROCESSING SAM [1] MKS internal estimates [1] ~$4B (2020) [2] MKS internal estimates. Refers to 2021-2025 CAGR [2] Share Gain Opportunity in Combined SAM Growing 3-5% Annually 11
L-T Opportunity: Leverage Combined Via Formation Expertise TODAY FUTURE Cross-Selling Opportunities Integrated via Formation Architectures Atotech leadership in ATOTECH HDI chemistry Growing miniaturization and complexity driving the need for optimization at the interconnect Deliver faster solutions with more features & functionality MKS leadership in MKS flex PCB via drilling Solving Customers’ Hardest Challenges Through Optimization, Collaboration & Differentiation 12L-T Opportunity: Leverage Combined Via Formation Expertise TODAY FUTURE Cross-Selling Opportunities Integrated via Formation Architectures Atotech leadership in ATOTECH HDI chemistry Growing miniaturization and complexity driving the need for optimization at the interconnect Deliver faster solutions with more features & functionality MKS leadership in MKS flex PCB via drilling Solving Customers’ Hardest Challenges Through Optimization, Collaboration & Differentiation 12
Transaction Financial OverviewTransaction Financial Overview
Stronger Financial Profile ● Atotech brings robust operating profile [1] ‒ Adjusted Gross margin >50% ; Adjusted EBITDA margin [1] of >25% ● Attractive recurring consumables revenue stream ‒ Equipment + Consumables provides sticky/stable business ● Non-GAAP EPS expected to be accretive within first year ‒ Estimate $50 million of annual run rate cost synergies within 18-36 months ● Manageable leverage supported by robust pro forma cash generation ‒ Strong combined pro forma FCF and growing EBITDA provide sufficient room to reduce leverage ratios [1] LTM 3/31/2021. Reported Adjusted Gross Margin and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP and MKS financial reporting. See appendix. . 14Stronger Financial Profile ● Atotech brings robust operating profile [1] ‒ Adjusted Gross margin >50% ; Adjusted EBITDA margin [1] of >25% ● Attractive recurring consumables revenue stream ‒ Equipment + Consumables provides sticky/stable business ● Non-GAAP EPS expected to be accretive within first year ‒ Estimate $50 million of annual run rate cost synergies within 18-36 months ● Manageable leverage supported by robust pro forma cash generation ‒ Strong combined pro forma FCF and growing EBITDA provide sufficient room to reduce leverage ratios [1] LTM 3/31/2021. Reported Adjusted Gross Margin and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP and MKS financial reporting. See appendix. . 14
Stable Revenue Stream With Strong Profitability [1] [2] MKS Atotech PRO FORMA Revenue $2.5B Revenue $1.3B Revenue $3.8B Consumables Service Consumables Services Services Equipment Equipment Equipment Non-GAAP GM 46% Adjusted GM 52% Non-GAAP GM 48% [3] Adjusted EBITDA $683M Adjusted EBITDA $336M Adjusted EBITDA $1.1B Adjusted EBITDA Margin 27% Adjusted EBITDA Margin 26% Adjusted EBITDA Margin 28% [1] Pro forma LTM 3/31/2021 results including acquisition of Photon Control, expected to close in Q3 2021. [2] LTM 3/31/21 results. Reported Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP and MKS financial reporting. See Appendix. [3] Inclusive of estimated pro forma run-rate cost synergies of $50 million. Combined Consumables + Services Revenue Makes Up ~40% of Pro Forma Revenue Mix 15Stable Revenue Stream With Strong Profitability [1] [2] MKS Atotech PRO FORMA Revenue $2.5B Revenue $1.3B Revenue $3.8B Consumables Service Consumables Services Services Equipment Equipment Equipment Non-GAAP GM 46% Adjusted GM 52% Non-GAAP GM 48% [3] Adjusted EBITDA $683M Adjusted EBITDA $336M Adjusted EBITDA $1.1B Adjusted EBITDA Margin 27% Adjusted EBITDA Margin 26% Adjusted EBITDA Margin 28% [1] Pro forma LTM 3/31/2021 results including acquisition of Photon Control, expected to close in Q3 2021. [2] LTM 3/31/21 results. Reported Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP and MKS financial reporting. See Appendix. [3] Inclusive of estimated pro forma run-rate cost synergies of $50 million. Combined Consumables + Services Revenue Makes Up ~40% of Pro Forma Revenue Mix 15
Manageable Leverage With Strong Cash Generation Profile • Robust pro forma Free Cash Flow profile • No significant debt maturities expected for 5 years Pro Forma Capitalization • Strong track record of de-levering Cash $800M Revolver ($500M) $-- Gross Debt $5.3B Net Debt $4.5B [1] Expected Debt / Adj. EBITDA at closing < 4.0x [1] Expected Net Debt / Adj. EBITDA at closing < 3.5x [1] Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021, assuming the prior closings of the acquisitions of Atotech and Photon Control, Inc. Estimate also includes $50 million of pro forma annual run rate cost synergies. [2] Net leverage ratio is defined as term loan outstanding less cash and short-term investments, divided by trailing twelve-month adjusted EBITDA. Strong FCF & Growing EBITDA Provides Sufficient Room To Reduce Net Leverage 16Manageable Leverage With Strong Cash Generation Profile • Robust pro forma Free Cash Flow profile • No significant debt maturities expected for 5 years Pro Forma Capitalization • Strong track record of de-levering Cash $800M Revolver ($500M) $-- Gross Debt $5.3B Net Debt $4.5B [1] Expected Debt / Adj. EBITDA at closing < 4.0x [1] Expected Net Debt / Adj. EBITDA at closing < 3.5x [1] Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021, assuming the prior closings of the acquisitions of Atotech and Photon Control, Inc. Estimate also includes $50 million of pro forma annual run rate cost synergies. [2] Net leverage ratio is defined as term loan outstanding less cash and short-term investments, divided by trailing twelve-month adjusted EBITDA. Strong FCF & Growing EBITDA Provides Sufficient Room To Reduce Net Leverage 16
Transaction Summary Per Share Consideration • $16.20 per share in cash and 0.0552 MKS shares per Atotech share • Equity value of $5.1B and estimated enterprise value of $6.5B Transaction Consideration • Estimated $50M within 18 - 36 months Synergies and EPS Impact • Expected to be accretive to Non-GAAP EPS within the first year • Cash of approximately $800M supported by new $500M revolving credit facility, resulting in total liquidity of $1.3B • $5.3B debt • MKS shareholders expected to own 84% of pro forma shares outstanding Pro Forma Capitalization • Atotech shareholder Carlyle expected to own 13% of pro forma shares [1] outstanding, subject to phased lock-up over 60 days [2] • Expected pro forma gross leverage at closing < 4.0x [2] • Expected pro forma net leverage at closing of < 3.5x • Debt repayment and reducing leverage Financial and Capital Return Strategy • Maintain quarterly dividend • By Q4 2021, subject to customary closing conditions, including Expected Closing regulatory approvals and Atotech shareholder approval [1] Under the lockup agreement, Carlyle will be able to sell 20% of its ownership immediately after closing, 20% more 30 days after closing, and 60% of shares after 60 days from closing [2] Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021, assuming the prior closings of the acquisitions of Atotech and Photon Control, Inc. Estimate also includes $50 million of pro forma annual run rate cost synergies. 17Transaction Summary Per Share Consideration • $16.20 per share in cash and 0.0552 MKS shares per Atotech share • Equity value of $5.1B and estimated enterprise value of $6.5B Transaction Consideration • Estimated $50M within 18 - 36 months Synergies and EPS Impact • Expected to be accretive to Non-GAAP EPS within the first year • Cash of approximately $800M supported by new $500M revolving credit facility, resulting in total liquidity of $1.3B • $5.3B debt • MKS shareholders expected to own 84% of pro forma shares outstanding Pro Forma Capitalization • Atotech shareholder Carlyle expected to own 13% of pro forma shares [1] outstanding, subject to phased lock-up over 60 days [2] • Expected pro forma gross leverage at closing < 4.0x [2] • Expected pro forma net leverage at closing of < 3.5x • Debt repayment and reducing leverage Financial and Capital Return Strategy • Maintain quarterly dividend • By Q4 2021, subject to customary closing conditions, including Expected Closing regulatory approvals and Atotech shareholder approval [1] Under the lockup agreement, Carlyle will be able to sell 20% of its ownership immediately after closing, 20% more 30 days after closing, and 60% of shares after 60 days from closing [2] Based on internal MKS estimate of pro forma Adjusted EBITDA FY 2021, assuming the prior closings of the acquisitions of Atotech and Photon Control, Inc. Estimate also includes $50 million of pro forma annual run rate cost synergies. 17
Uniquely Positioned to Optimize the Interconnect ● Devices are getting smaller and more complex ‒ Next frontier in advanced electronics is optimizing the interconnect ● Combined company positioned to drive the next-gen advanced electronics roadmaps ‒ Expertise in lasers, optics, motion and chemistry to offer complete via formation solution ● Strong financial profile ‒ Stable revenue stream ‒ Attractive margins & FCF ‒ Manageable leverage 18Uniquely Positioned to Optimize the Interconnect ● Devices are getting smaller and more complex ‒ Next frontier in advanced electronics is optimizing the interconnect ● Combined company positioned to drive the next-gen advanced electronics roadmaps ‒ Expertise in lasers, optics, motion and chemistry to offer complete via formation solution ● Strong financial profile ‒ Stable revenue stream ‒ Attractive margins & FCF ‒ Manageable leverage 18
Q&AQ&A
Appendix: GAAP to Non-GAAP ReconciliationsAppendix: GAAP to Non-GAAP Reconciliations
Financial Reconciliations For the twelve month period ending December 31, 2020 (in million USD) Atotech Revenue $ 1,234 Atotech Reported gross profit $ 676 1 Depreciation expense and logistics costs (18) Adjusted gross profit $ 658 Adjusted gross margin 53% Atotech Net income (loss) $ (289) Interest expense, net 145 Provision for income taxes 64 Depreciation and amortization 450 EBITDA $ 370 Other (income) expense, net (21) 2 Capitalized R&D costs (20) 3 Lease costs (19) Restructuring and other 3 Adjusted EBITDA $ 313 Adjusted EBITDA Margin 25% Reported IFRS gross profit, Adjusted EBITDA and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP reporting. Note 1: Atotech does not include depreciation expense and certain logistics costs in Adjusted GM. Depreciation expense of $14M and logistics costs of $4M have been included to align with MKS financial reporting. Note 2: Atotech capitalizes certain R&D costs in accordance with IFRS which have been adjusted to align with U.S. GAAP reporting of these costs. Note 3: Atotech presents certain lease costs in depreciation expense which have been adjusted to align with U.S. GAAP reporting of depreciation expense. 21Financial Reconciliations For the twelve month period ending December 31, 2020 (in million USD) Atotech Revenue $ 1,234 Atotech Reported gross profit $ 676 1 Depreciation expense and logistics costs (18) Adjusted gross profit $ 658 Adjusted gross margin 53% Atotech Net income (loss) $ (289) Interest expense, net 145 Provision for income taxes 64 Depreciation and amortization 450 EBITDA $ 370 Other (income) expense, net (21) 2 Capitalized R&D costs (20) 3 Lease costs (19) Restructuring and other 3 Adjusted EBITDA $ 313 Adjusted EBITDA Margin 25% Reported IFRS gross profit, Adjusted EBITDA and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP reporting. Note 1: Atotech does not include depreciation expense and certain logistics costs in Adjusted GM. Depreciation expense of $14M and logistics costs of $4M have been included to align with MKS financial reporting. Note 2: Atotech capitalizes certain R&D costs in accordance with IFRS which have been adjusted to align with U.S. GAAP reporting of these costs. Note 3: Atotech presents certain lease costs in depreciation expense which have been adjusted to align with U.S. GAAP reporting of depreciation expense. 21
Financial Reconciliations For the twelve month period ending March 31, 2021 (in million USD) Pro Forma Photon Pro Forma Combined MKS Control MKS Atotech Company Revenue $ 2,488 $ 52 $ 2,540 $ 1,305 $ 3 ,845 Pro Forma Photon Pro Forma Combined MKS Control MKS Atotech Company Reported gross profit $ 1,132 $ 31 $ 1,163 $ 699 $ 1 ,862 Inventory charge related to exit of product groups 4 - 4 - 4 Reported Non-GAAP / Adjusted gross profit $ 1,136 $ 31 $ 1,167 $ 699 $ 1 ,866 1 Depreciation expense and logistics costs - - - (18) (18) Adjusted gross profit $ 1,136 $ 31 $ 1,167 $ 681 $ 1,848 Adjusted gross margin 46% 52% 48% Pro Forma Photon Pro Forma Combined MKS Control MKS Atotech Company Net income (loss) $ 403 $ 8 $ 412 $ (321) $ 91 Interest expense, net 26 - 26 195 221 Provision for income taxes 87 4 90 61 151 Depreciation and amortization 94 2 96 454 550 EBITDA $ 610 $ 14 $ 624 $ 388 $ 1 ,011 Stock-based compensation 31 - 31 - 31 COVID-19 related adjustments (1) - (1) - ( 1) Inventory charge related to exit of product groups 4 - 4 - 4 Acquisition and integration costs 8 - 8 - 8 Restructuring and other 14 - 14 3 17 Foreign exchange loss (gain) - 3 3 - 3 Asset impairment 1 - 1 - 1 Other (income) expense, net - - - (16) (16) 2 Capitalized R&D costs - - - (20) (20) 3 - - - (19) Lease costs (19) Estimated annual cost synergies - - - - 50 Adjusted EBITDA $ 666 $ 17 $ 683 $ 336 $ 1 ,068 Adjusted EBITDA Margin 27% 26% 28% Photon Control amounts converted to USD using a fixed CAD/USD exchange rate of 0.80 Reported IFRS gross profit, Adjusted EBITDA and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP reporting. Note 1: Atotech does not include depreciation expense and certain logistics costs in Adjusted GM. Depreciation expense of $14M and logistics costs of $4M have been included to align with MKS financial reporting. Note 2: Atotech capitalizes certain R&D costs in accordance with IFRS which have been adjusted to align with U.S. GAAP reporting of these costs. Note 3: Atotech presents certain lease costs in depreciation expense which have been adjusted to align with U.S. GAAP reporting of depreciation expense. 22Financial Reconciliations For the twelve month period ending March 31, 2021 (in million USD) Pro Forma Photon Pro Forma Combined MKS Control MKS Atotech Company Revenue $ 2,488 $ 52 $ 2,540 $ 1,305 $ 3 ,845 Pro Forma Photon Pro Forma Combined MKS Control MKS Atotech Company Reported gross profit $ 1,132 $ 31 $ 1,163 $ 699 $ 1 ,862 Inventory charge related to exit of product groups 4 - 4 - 4 Reported Non-GAAP / Adjusted gross profit $ 1,136 $ 31 $ 1,167 $ 699 $ 1 ,866 1 Depreciation expense and logistics costs - - - (18) (18) Adjusted gross profit $ 1,136 $ 31 $ 1,167 $ 681 $ 1,848 Adjusted gross margin 46% 52% 48% Pro Forma Photon Pro Forma Combined MKS Control MKS Atotech Company Net income (loss) $ 403 $ 8 $ 412 $ (321) $ 91 Interest expense, net 26 - 26 195 221 Provision for income taxes 87 4 90 61 151 Depreciation and amortization 94 2 96 454 550 EBITDA $ 610 $ 14 $ 624 $ 388 $ 1 ,011 Stock-based compensation 31 - 31 - 31 COVID-19 related adjustments (1) - (1) - ( 1) Inventory charge related to exit of product groups 4 - 4 - 4 Acquisition and integration costs 8 - 8 - 8 Restructuring and other 14 - 14 3 17 Foreign exchange loss (gain) - 3 3 - 3 Asset impairment 1 - 1 - 1 Other (income) expense, net - - - (16) (16) 2 Capitalized R&D costs - - - (20) (20) 3 - - - (19) Lease costs (19) Estimated annual cost synergies - - - - 50 Adjusted EBITDA $ 666 $ 17 $ 683 $ 336 $ 1 ,068 Adjusted EBITDA Margin 27% 26% 28% Photon Control amounts converted to USD using a fixed CAD/USD exchange rate of 0.80 Reported IFRS gross profit, Adjusted EBITDA and Adjusted EBITDA Margin include adjustments to align with U.S. GAAP reporting. Note 1: Atotech does not include depreciation expense and certain logistics costs in Adjusted GM. Depreciation expense of $14M and logistics costs of $4M have been included to align with MKS financial reporting. Note 2: Atotech capitalizes certain R&D costs in accordance with IFRS which have been adjusted to align with U.S. GAAP reporting of these costs. Note 3: Atotech presents certain lease costs in depreciation expense which have been adjusted to align with U.S. GAAP reporting of depreciation expense. 22