RECOMMENDED ACQUISITION OF ATOTECH LIMITED

You are attempting to access an area of this website (the “Microsite”) that is designated for the publication of announcements, information and documents (together the “Information”) in connection with the recommended acquisition of Atotech Limited (the “Company”) by MKS Instruments, Inc.

The Information in the Microsite is being made available in good faith and for information purposes only in compliance with the applicable laws of Jersey and the United States and its availability is subject to the terms and conditions set out below.

If you would like to access the Microsite to view the Information, please read the entirety of this notice carefully before clicking “I agree” or “I disagree” below. If you are unable to agree, or unsure whether you are able to agree, you should click “I disagree”.

ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IN THE MICROSITE IS NOT DIRECTED AT, OR INTENDED TO BE ACCESSED BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT, OR OTHERWISE LOCATED, IN SUCH JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE.

Access to the Microsite

This notice applies to all persons who access the Microsite to view the Information and, depending on who you are and where you are located, may affect your rights or responsibilities. The Information in the Microsite does not constitute an offer to sell, or otherwise dispose of, or any invitation or solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction in which such offer or solicitation is unlawful.

This notice, the Information in the Microsite, and the availability of the Information in the Microsite to persons resident in certain jurisdictions may be amended, removed or updated by the Company at any time in whole or in part at the sole discretion of the Company and accordingly this notice and the Information in the Microsite should be read carefully in full each time you wish to access the Microsite and view the Information.

The Information in the Microsite speaks only at the date of the relevant publication, document or announcement and the Company has and accepts no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of applicable law or regulation).

The Information in the Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Company.

THE INFORMATION IN THE MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON (EITHER IN WHOLE OR IN PART) WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

The Information in the Microsite has been prepared and disclosed for the purposes of complying with the applicable laws of Jersey and the United States and may not be the same as that which would have been disclosed if it had been prepared in accordance with the laws and regulations of any jurisdiction outside of Jersey or the United States.

Persons located outside Jersey, the United Kingdom or the United States

The Information in the Microsite is not directed at, or intended to be accessible by, persons resident or located in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which the Company regards as unduly onerous.

As a consequence of legal restrictions, the release, publication or distribution of Information in the Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. It is the responsibility of any person who wishes to access the Microsite, and into whose possession any Information in the Microsite comes, who is resident or located outside of Jersey, the United Kingdom or the United States to inform themselves about, and fully observe, any applicable legal or regulatory requirements and restrictions applicable in their jurisdiction. Any failure to comply with such requirements and restrictions may constitute a violation of the securities laws of such jurisdiction and the Company and its advisers do not assume any responsibility for any violation by any person of any of these requirements or restrictions. Therefore, if you are, or have any doubt as to whether you are, resident or located in a jurisdiction that renders the accessing of the Microsite or parts thereof illegal, whether or not subject to the making of certain notifications or taking of any other action, you should not continue to seek to access the Microsite and should exit this webpage immediately without accessing any of the Information in the Microsite by clicking on the “I disagree” box below.

Forward-looking statements

Some of the Information in the Microsite (including information included or incorporated by reference) may include statements, other than statements of historical facts, that are or may be deemed to be “forward-looking statements”. Without limitation, any statements preceded or followed by or that include the words “target”, “aims”, “estimates”, “will”, “may”, “should”, “could”, “goals”, “hopes”, “continue”, “believes”, “expects”, “intends”, “anticipates”, “forecasts”, “plans”, “strategies”, “seeks”, “predicts” and “projects” or similar words or expressions of similar substance, or the negative thereof, identify forward-looking statements. Forward-looking statements include, without limitation, statements relating to the Company’s future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, business and management strategies.

By their nature, these forward-looking statements are prospective and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of the Company about future events and are therefore subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are in the future and beyond the Company’s ability to control or estimate precisely, such as: (i) market conditions; (ii) changes in political, economic and business conditions; and (iii) the introduction of competing products and services or the behaviour of other market participants and/or customers. Neither the Company nor any of its respective members, directors, officers, employees, advisers, affiliated companies or any person acting on its behalf provides any representation, assurance or guarantee that the events expressed or implied in any forward-looking statements will prove to be correct or will actually occur. Given these risks and uncertainties, you should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this notice, as a prediction of actual results.

Each of the Company and its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any of the forward-looking statements set out in the Information in the Microsite, whether as a result of new information, future events or otherwise, except to the extent required by legal or regulatory obligation.

Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast.

Responsibility

The Information in the Microsite issued or published by the Company speaks only at the specified date of the relevant announcement or document and neither the Company, nor any affiliated companies, have or accept any responsibility or duty to update such Information (other than to the extent required by legal or regulatory obligation).

In relation to any Information in the Microsite issued or published by any third party, or which relate to any third party, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of the Company, nor any affiliated companies, have reviewed and no such person is or shall be responsible for, or accepts any liability in respect of, any information on any other website that may be linked to or form part of this website by a third party.

Other

If you are in any doubt about the contents of the Microsite or the action you should take, you should immediately seek your own financial advice from an appropriately authorised independent financial adviser.

This notice shall be governed by, and interpreted in accordance with, laws of England and Wales.

Confirmation of understanding and acceptance of this notice

By clicking on “I agree” below, you:

  • confirm that you have read, understood and agree to be bound by the terms of the notice set out above and that you understand that accessing the Microsite may affect your rights or responsibilities;
  • warrant and represent to the Company that you intend to access the Microsite for information purposes only;
  • warrant and represent to the Company that you are a resident of or located in Jersey, the United Kingdom or the United States or another jurisdiction into which the distribution of the Information in the Microsite does not constitute a violation of the relevant laws or regulations of such jurisdiction;
  • warrant and represent to the Company that you are not a resident of, or otherwise located in, any jurisdiction where accessing the Microsite would constitute a violation of the relevant laws or regulations of that jurisdiction; and
  • agree not to forward, mail, send, transfer or otherwise distribute (by any means, including electronic transmission) any Information in the Microsite, either in whole or in part, to any other person, particularly if to do so would breach any applicable law or regulation.

 

 

If you click “I disagree” below, we will be unable to provide you with access to the Microsite and the Information contained therein, and you will be redirected to the Company’s homepage.