EXPLANATORY NOTE
On August 17, 2022, MKS Instruments, Inc., a Massachusetts corporation (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its acquisition of Atotech Limited, a Bailiwick of Jersey company (“Atotech”), through the acquisition of the entire issued and to be issued share capital of Atotech by Atotech Manufacturing, Inc., a Delaware corporation and indirect wholly owned subsidiary of the Company (the “Acquisition”), pursuant to that certain Implementation Agreement by and between the Company and Atotech, dated as of July 1, 2021, as amended by the Letter Agreement dated October 29, 2021 by and among the Company, Atotech and Atotech Manufacturing, Inc. and as further amended by the Amendment to the Implementation Agreement dated April 1, 2022 by and among the Company, Atotech and Atotech Manufacturing, Inc.
Pursuant to Item 9.01(a)(4) and 9.01(b)(2) of Form 8-K, this Amendment No. 1 to the Original Form 8-K (“Amendment No. 1”) amends and supplements Item 9.01 of the Original Form 8-K to provide the required historical audited financial statements of Atotech and the pro forma financial information that were not filed with the Original Form 8-K.
Except as provided herein, the disclosures contained in this Amendment No. 1 have not been updated to reflect events, results or developments that have occurred since the filing of the Original Form 8-K. This Amendment No. 1 should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited consolidated statements of financial position of Atotech and subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income/(loss), cash flows and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2021, and the related notes, are incorporated herein and in Exhibit 99.1 to this Amendment No. 1 by reference to Atotech’s Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2022.
The unaudited interim consolidated statements of financial position of Atotech and subsidiaries as of June 30, 2022 and December 31, 2021, and the related condensed consolidated statements of comprehensive income/(loss), cash flows and changes in shareholders’ equity for each of the six months ended June 30, 2022 and June 30, 2021, and the related notes, are incorporated herein and in Exhibit 99.2 to this Amendment No. 1 by reference to Atotech’s Report on Form 6-K filed with the Securities and Exchange Commission on August 9, 2022.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company and Atotech as of and for the year ended December 31, 2021 and as of and for the six months ended June 30, 2022 are attached hereto as Exhibit 99.3 and incorporated herein by reference.
