Item 8.01 Other Events.
On December 10, 2018, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), and Electro Scientific Industries, Inc., an Oregon corporation (“ESI”), received clearance from the State Administration for Market Regulation of the People’s Republic of China (“SAMR”), in accordance with Article 25 of the Anti-Monopoly Law of the People’s Republic of China, of the previously announced Agreement and Plan of Merger dated October 29, 2018, among MKS, ESI, and EAS Equipment, Inc., a Delaware corporation and a wholly owned subsidiary of MKS (“EAS”), pursuant to which EAS will merge with and into ESI, with ESI surviving as a wholly owned subsidiary of MKS (the “Merger”).
On December 14, 2018, MKS and ESI also received clearance from the Korea Fair Trade Commission (the “KFTC”) of the Merger.
In addition to clearance by SAMR and the KFTC, the Merger has received antitrust clearance from Germany’s Federal Cartel Office and the United States Department of Justice and Federal Trade Commission. As such, MKS and ESI have now received all antitrust clearances that are required to complete the Merger.
Completion of the Merger remains subject to other customary closing conditions, including approval by ESI’s shareholders. Assuming the timely satisfaction of the other closing conditions, MKS anticipates that the Merger will be completed in the first calendar quarter of 2019.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between MKS and ESI, the expected timetable for completing the transaction and any other statements about MKS’ or ESI’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 risk that the conditions to the closing of the transaction, including approval of ESI shareholders, are not satisfied in a timely manner or at all; litigation relating to the transaction; unexpected costs, charges or expenses resulting from the transaction; and the other factors described in MKS’ most recent Annual Report on Form10-K for the fiscal year ended December 31, 2017 filed with the SEC and in ESI’s Annual Report on Form10-K for the fiscal year ended March 31, 2018 and its most recent quarterly report filed with the SEC. MKS and ESI 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 document.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Merger, ESI filed with the SEC a definitive proxy statement, including a form of proxy card, on December 6, 2018. The definitive proxy statement and form of proxy card have been mailed to ESI’s shareholders. Additionally, MKS and ESI will file other relevant documents with the SEC in connection with the transaction. The proxy statement and other documents filed with the SEC by MKS and ESI contain important information about MKS, ESI, the transaction and related matters. Investors and security holders are urged to read the proxy statement and other documents filed with the SEC by MKS and ESI carefully.
Investors and security holders may obtain free copies of the proxy statement and other documents filed with the SEC by MKS and ESI through the web site maintained by the SEC at www.sec.gov.
