MKS Instruments announces agreement to acquire Photon Control

Date Announced: 18 May 2021

In an all-cash transaction valued at approximately CAD$387 million (US$321million).

* Expands Technology Solutions for Key Customers in Semiconductor Market

* Acquiring a Leader in Optical Sensors for Temperature Control used in Semiconductor Wafer Fabrication

* Enhances the MKS Surround the Chamber® Portfolio

ANDOVER, Mass. -- MKS Instruments, Inc. (NASDAQ: MKSI) ("MKS"), a global provider of technologies that enable advanced processes and improve productivity, today announced that it has entered into a definitive agreement pursuant to which MKS will acquire Photon Control Inc. (TSX:PHO) for CAD$3.60 per share, in an all-cash transaction valued at approximately CAD$387 million, with an estimated enterprise value of CAD$343 million.

Photon Control is headquartered in Richmond, British Columbia, Canada and had revenues of CAD$65 million and Adjusted EBITDA of CAD$23 million in 2020. The transaction is expected to be accretive to MKS' Non-GAAP net earnings within the first 12 months post-closing.

"We believe the Photon Control acquisition will help us deliver on one of our long-term strategic objectives, which is to broaden our portfolio of key technologies to better serve our customers," said MKS President and CEO John T.C. Lee. "We anticipate the acquisition will further advance the MKS strategy to enhance our Surround the Chamber® offering by adding optical sensors for temperature control for critical etch and deposition applications in semiconductor wafer fabrication. In addition, Photon Control is a strong strategic fit with similar culture and vision to MKS."

The transaction has been approved by the MKS and Photon Control boards of directors and is subject to customary closing conditions, including approval by Photon Control's securityholders and court approval in the Province of British Columbia, Canada, and is expected to close in the third quarter of 2021.

Greenhill & Co. is acting as financial advisor and Stikeman Elliott is acting as legal advisor to MKS.

Contact

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