MKS Instruments to acquire Emerson’s ENI division

October 31, 2001 – Andover, MA – MKS Instruments has entered into a definitive agreement to acquire the ENI division of Emerson.

Under the terms of the agreement, MKS will issue 12 million shares of common stock to Emerson in exchange for the businesses and assets of ENI. Based on MKS’ closing stock price on October 30, 2001 of $20.91, the transaction is valued at $251 million.

ENI, Rochester, NY, is a supplier of solid-state RF and DC plasma power supplies, matching networks and instrumentation to the semiconductor and thin-film processing industries. The acquisition expands MKS’ suite of products and is part of the company’s ongoing strategy to augment its product and technology portfolio, and to provide subsystems for its key OEM and end-user customers.

ENI is a global company that employs more than 600 people worldwide. ENI has R&D, engineering, and manufacturing operations in the US and Asia and a worldwide sales and service organization.

MKS will also assume approximately $3.5 million of net debt from ENI. The board of directors of MKS has unanimously approved the transaction. Completion of the acquisition is subject to customary closing conditions, including the approval of MKS shareholders. After the close of the transaction, Emerson will own approximately 24% of MKS’ outstanding stock, and Emerson President James Berges will join the MKS board of directors. The transaction is expected to be completed in the first calendar quarter of 2002 and is anticipated to be accretive to MKS’ cash earnings per share in 2002.

ENI’s products will become part of a product family that includes MKS’ pressure management subsystems, vacuum subsystem products, advanced materials delivery products, process monitor products, digital process control network products, plasma and reactive gas generator products, and FTIR -based gas and thin-film measurement products.

ENI’s products complement the portfolio of MKS’ ASTeX Products group, a supplier of plasma and reactive gas solutions. The acquisition adds critical solid-state power conversion technology to MKS’ core capability in plasma management, and enables MKS to offer more highly integrated and higher performance products to its OEM and end-user customers. ENI will become the ENI Products group of MKS. The operations of ENI Products will continue to be managed by ENI’s current president, Ed Maier, who will become VP and GM of ENI Products, and will report to Peter Younger, MKS president and CEO.


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