SUBSEQUENT EVENT

On February 4, 2014, the Company announced that it will acquire ATMI, Inc., a Delaware corporation (ATMI), for approximately $1.2 billion in cash pursuant to an Agreement and Plan of Merger (the Merger Agreement) with ATMI and Atomic Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Entegris (Merger Sub). The Merger Agreement provides that, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into ATMI (the Merger). As a result of the Merger, ATMI will become a wholly-owned subsidiary of the Company.

ATMI is a leading supplier of high-performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Its products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, and high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics processes. Excluding ATMI's Life Sciences business, which ATMI agreed to sell to a third party on December 22, 2013, ATMI’s sales for the year ended December 31, 2013 were approximately $361 million.

Pursuant to the terms and subject to the conditions of the Merger Agreement, each share of ATMI’s common stock (ATMI Common Stock) issued and outstanding immediately will be cancelled and extinguished and converted into the right to receive $34 in cash, without interest or dividends, other than shares of ATMI Common Stock: (i) owned directly by Entegris, or any of its subsidiaries; (ii) owned by ATMI as treasury stock, or by any of its subsidiaries, (iii) subject to time and/or performance vesting conditions; or (iv) as to which dissenters’ rights have been properly exercised.

The consummation of the Merger is subject to customary regulatory approvals and closing conditions, which includes receiving the approval of holders of a majority of the outstanding ATMI common stock entitled to vote on the Merger and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and under certain foreign regulatory review processes.

The transaction is expected to close in the second quarter of 2014.

The Merger Agreement also includes customary termination provisions for both ATMI and Entegris and provides that, in connection with the termination of the Merger Agreement by Entegris, under specified circumstances ATMI will be required to pay Entegris a termination fee of $30 million. In the event that the conditions to consummating the Merger have been met on the date that the closing of the Merger is required to occur but Entegris and Merger Sub fail to consummate the Merger, ATMI, if it is not then in material breach of the Merger Agreement, may terminate the Merger Agreement and Entegris shall be required to pay ATMI a termination fee of $100 million.

In connection with the Merger, on February 4, 2014 the Company entered into a commitment letter (the Debt Commitment Letter) with Goldman Sachs Bank USA (Goldman Sachs). Pursuant to the Debt Commitment Letter, Goldman Sachs has agreed to provide the financing (the Debt Commitment Financing) necessary to consummate the Merger.

The Debt Commitment Financing will be subject to customary conditions and is anticipated to be comprised of the following elements:


•	a senior secured term loan facility, with Entegris as borrower, in an aggregate principal amount of $460 million.


•	senior unsecured notes of Entegris in an aggregate principal amount of $360 million. These notes are intended to be issued in an underwritten offering, but will be issued as a bridge loan from Goldman Sachs if for any reason the underwritten offering cannot be completed by the Merger closing.


•	a senior secured asset-based revolving credit facility in an aggregate principal amount of $85 million, only a portion of which may be advanced on the Merger closing.

Neither the senior secured term loan facility nor the senior unsecured notes carry any financial covenants; the senior secured asset-based revolving credit facility carries a financial covenant only in the event that the amount outstanding under the facility exceeds 90% of the maximum principal amount of the credit facility.