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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Accounting Treatment of the Acquisition
- Acquisition Agreement, The
- Acquisition, The
- Amendment and Waiver
- Article Iii Representations and Warranties of the Buyers
- Article Ii Representations and Warranties of Emerson
- Article I the Merger, Stock and Asset Purchase
- Article Iv Pre-Closing Covenants
- Article Ix Tax Matters
- Article V Conditions to Closing
- Article Vii Indemnification
- Article Viii Termination
- Article Vi Post-Closing Covenants
- Article X Definitions
- Article Xi Miscellaneous
- Board Recommendation
- Cautionary Statement Concerning Forward-Looking Statements
- Companies, The
- Comparison of Fiscal Year Ended September 2000 and September 1999
- Comparison of Nine Months Ended June 2001 and June 2000
- Conditions to Obligations to Effect the Acquisition
- Conditions to the Acquisition
- Consideration
- Covenants
- Date, Time and Place of Meeting
- Disclosure Schedule
- Discounted Cash Flow Analysis
- Dividends
- Employment Agreements
- ENI Business
- ENI Business, The
- General
- Income Taxes
- Indemnification
- Index to Combined Financial Statements of Eni
- Interests of Executive Officers and Directors of MKS in the Acquisition
- Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENI Business
- Market Price Information
- Material United States Federal Income Tax Considerations
- Mks Instruments, Inc
- MKS Market Price Information
- MKS Price Information
- MKS' Principal Shareholders
- MKS' Reasons for the Acquisition
- Mks Special Meeting, The
- No Solicitation by MKS
- Operations of the ENI Business Prior to Acquisition
- Opinion of MKS' Financial Advisor
- Post-Closing Covenants
- Publicly Traded Comparable Companies Analysis
- Questions and Answers About the Acquisition
- Quorum; Abstentions and Broker Non-Votes
- Recommendations of MKS' Board of Directors
- Record Date and Outstanding Shares
- Regulatory Approvals
- Related Agreements
- Representations and Warranties
- Selected Historical Combined Financial Data of the Eni Business
- Selected Historical Consolidated Financial Data of Mks
- Selected Unaudited Pro Forma Combined Consolidated Financial Information
- Services Agreements
- Shareholder Agreement
- Solicitation of Proxies and Expenses
- Standstill
- Stockholder Approval Required by MKS
- Summary
- Table of Contents
- Tax Indemnification
- Termination; Breakup Fees
- Termination Fees and Expenses
- Termination of the Acquisition Agreement
- The Acquisition
- The Acquisition Agreement
- The Companies
- The ENI Business
- The Mks Special Meeting
- Unaudited Comparative Per Share Data
- Unaudited Pro Forma Combined Consolidated Financial Statements
- Vote Required to Approve the Issuance
- Voting Agreement
- Voting and Revocation of Proxies
- What Will Be Voted Upon
- Where You Can Find More Information
- 11.10 Severability
- 11.11 Expenses
- 11.12 Submission to Jurisdiction
- 11.13 Specific Performance
- 11.14 Construction
- 11.1 Press Releases and Announcements
- 11.2 No Third Party Beneficiaries
- 11.3 Entire Agreement
- 11.4 Succession and Assignment
- 11.5 Counterparts and Facsimile Signature
- 11.6 Headings
- 11.7 Notices
- 11.8 Governing Law
- 11.9 Amendments and Waivers
- 1.1 Merger; Purchase and Sale of Hong Kong Shares; Purchase and Sale of Assets and Assumption of Liabilities
- 1.2 Further Assurances
- 1.3 Conversion of Shares, Purchase Price and Related Matters
- 1.4 Reorganization
- 1.5 The Closing
- 1.6 Post Closing Adjustment
- 2.10 Tax Matters
- 2.11 Ownership and Condition of Assets
- 2.12 Owned Real Property
- 2.13 Real Property Leases
- 2.14 Intellectual Property
- 2.15 Inventory
- 2.16 Contracts
- 2.17 Accounts Receivable
- 2.18 Powers of Attorney
- 2.19 Insurance
- 2.1 Organization, Qualification and Corporate Power of the Companies
- 2.20 Litigation
- 2.21 Warranties
- 2.22 Employees
- 2.23 Employee Benefits
- 2.24 Environmental Matters
- 2.25 Legal Compliance
- 2.26 Customers and Suppliers
- 2.27 Permits
- 2.28 Certain Business Relationships With Affiliates
- 2.29 Restrictions on Business Activities
- 2.2 Capitalization; Representations Regarding Company Shares
- 2.30 Investment Representations
- 2.31 Brokers' Fees
- 2.32 Banking Facilities
- 2.3 Organization, Qualification and Corporate Power of Emerson and the Existing ENI Subsidiaries
- 2.4 Authorization of Transaction
- 2.5 Noncontravention
- 2.6 Company Subsidiaries
- 2.7 Financial Statements
- 2.8 Absence of Certain Changes
- 2.9 Undisclosed Liabilities
- 3.10 Legal Compliance
- 3.11 Permits
- 3.12 Required Vote
- 3.13 Board Recommendation
- 3.14 Fairness Opinion
- 3.15 No Other Proposals
- 3.16 Representations in Respect of Merger
- 3.17 Structure
- 3.18 Massachusetts Law
- 3.1 Organization and Corporate Power
- 3.2 Authorization of the Transaction
- 3.3 Capitalization
- 3.4 Noncontravention
- 3.5 SEC Filings; Financial Statements; Information Provided
- 3.6 Absence of Certain Changes or Events
- 3.7 Investment Representation
- 3.8 Broker's Fees
- 3.9 Litigation
- 4.10 FIRPTA Tax Certificates
- 4.11 License Agreement
- 4.1 Closing Efforts
- 4.2 Governmental and Third-Party Notices and Consents
- 4.3 Proxy Statement
- 4.4 Stockholders Meeting
- 4.5 Operation of ENI Business
- 4.6 Access to Information
- 4.7 Notice of Breaches
- 4.8 Buyer's Board of Directors
- 4.9 No Solicitation
- 5.1 Conditions to Obligations of each Party
- 5.2 Conditions to Obligations of the Buyer
- 5.3 Conditions to Obligations of Emerson
- 6.1 Proprietary Information
- 6.2 Solicitation and Hiring
- 6.3 Non-Competition
- 6.4 Sharing of Data
- 6.5 Cooperation in Litigation
- 6.6 Employee Benefits
- 6.7 Insurance Matters
- 6.8 Section 338(g) Election
- 6.9 Treatment of Merger for Tax Purposes
- 7.1 Indemnification by Emerson
- 7.2 Indemnification by the Buyer
- 7.3 Indemnification Claims
- 7.4 Survival of Representations and Warranties
- 7.5 Limitations
- 7.6 Treatment of Indemnity Payments
- 8.1 Termination of Agreement
- 8.2 Effect of Termination; Break-up Fee
- 9.1 Preparation and Filing of Tax Returns
- 9.2 Tax Indemnification by Emerson
- 9.3 Tax Indemnification by the Buyer
- 9.4 Allocation of Certain Taxes
- 9.5 Refunds and Carrybacks
- 9.6 Cooperation on Tax Matters; Tax Audits
- 9.7 Termination of Tax-Sharing Agreements
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1 | 1st Page - Filing Submission
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3 | Mks Instruments, Inc
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4 | Table of Contents
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6 | Questions and Answers About the Acquisition
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8 | Summary
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" | The Companies
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" | ENI Business
|
" | The Acquisition
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" | Stockholder Approval Required by MKS
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9 | Conditions to the Acquisition
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" | No Solicitation by MKS
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10 | Termination of the Acquisition Agreement
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" | Termination Fees and Expenses
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" | Accounting Treatment
|
11 | Opinion of MKS' Financial Advisor
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" | Material United States Federal Income Tax Considerations
|
" | MKS Price Information
|
12 | Cautionary Statement Concerning Forward-Looking Statements
|
13 | Selected Historical Consolidated Financial Data of Mks
|
15 | Selected Historical Combined Financial Data of the Eni Business
|
16 | Selected Unaudited Pro Forma Combined Consolidated Financial Information
|
17 | Unaudited Comparative Per Share Data
|
18 | Market Price Information
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" | MKS Market Price Information
|
" | Dividends
|
19 | The Mks Special Meeting
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" | Date, Time and Place of Meeting
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" | What Will Be Voted Upon
|
" | Record Date and Outstanding Shares
|
" | Vote Required to Approve the Issuance
|
" | Quorum; Abstentions and Broker Non-Votes
|
20 | Voting and Revocation of Proxies
|
" | Solicitation of Proxies and Expenses
|
" | Board Recommendation
|
21 | MKS' Principal Shareholders
|
22 | MKS' Reasons for the Acquisition
|
23 | Recommendations of MKS' Board of Directors
|
25 | The ENI Business
|
" | Publicly Traded Comparable Companies Analysis
|
27 | Discounted Cash Flow Analysis
|
31 | Interests of Executive Officers and Directors of MKS in the Acquisition
|
" | Accounting Treatment of the Acquisition
|
32 | Regulatory Approvals
|
33 | The Acquisition Agreement
|
" | General
|
" | Consideration
|
34 | Representations and Warranties
|
35 | Covenants
|
36 | Operations of the ENI Business Prior to Acquisition
|
38 | Conditions to Obligations to Effect the Acquisition
|
40 | Post-Closing Covenants
|
41 | Indemnification
|
42 | Tax Indemnification
|
43 | Termination; Breakup Fees
|
44 | Amendment and Waiver
|
" | Related Agreements
|
" | Voting Agreement
|
" | Shareholder Agreement
|
46 | Employment Agreements
|
" | Services Agreements
|
48 | Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENI Business
|
" | Comparison of Nine Months Ended June 2001 and June 2000
|
49 | Comparison of Fiscal Year Ended September 2000 and September 1999
|
52 | Unaudited Pro Forma Combined Consolidated Financial Statements
|
58 | Where You Can Find More Information
|
59 | Index to Combined Financial Statements of Eni
|
69 | Income Taxes
|
81 | Disclosure Schedule
|
82 | Article I the Merger, Stock and Asset Purchase
|
" | 1.1 Merger; Purchase and Sale of Hong Kong Shares; Purchase and Sale of Assets and Assumption of Liabilities
|
83 | 1.2 Further Assurances
|
" | 1.3 Conversion of Shares, Purchase Price and Related Matters
|
84 | 1.4 Reorganization
|
" | 1.5 The Closing
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85 | 1.6 Post Closing Adjustment
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86 | Article Ii Representations and Warranties of Emerson
|
" | 2.1 Organization, Qualification and Corporate Power of the Companies
|
87 | 2.2 Capitalization; Representations Regarding Company Shares
|
" | 2.3 Organization, Qualification and Corporate Power of Emerson and the Existing ENI Subsidiaries
|
" | 2.4 Authorization of Transaction
|
88 | 2.5 Noncontravention
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" | 2.6 Company Subsidiaries
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89 | 2.7 Financial Statements
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" | 2.8 Absence of Certain Changes
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" | 2.9 Undisclosed Liabilities
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" | 2.10 Tax Matters
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91 | 2.11 Ownership and Condition of Assets
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92 | 2.12 Owned Real Property
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" | 2.13 Real Property Leases
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93 | 2.14 Intellectual Property
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94 | 2.15 Inventory
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" | 2.16 Contracts
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96 | 2.17 Accounts Receivable
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" | 2.18 Powers of Attorney
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" | 2.19 Insurance
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" | 2.20 Litigation
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" | 2.21 Warranties
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" | 2.22 Employees
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97 | 2.23 Employee Benefits
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99 | 2.24 Environmental Matters
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100 | 2.25 Legal Compliance
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" | 2.26 Customers and Suppliers
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" | 2.27 Permits
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101 | 2.28 Certain Business Relationships With Affiliates
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" | 2.29 Restrictions on Business Activities
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" | 2.30 Investment Representations
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" | 2.31 Brokers' Fees
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" | 2.32 Banking Facilities
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102 | Article Iii Representations and Warranties of the Buyers
|
" | 3.1 Organization and Corporate Power
|
" | 3.2 Authorization of the Transaction
|
" | 3.3 Capitalization
|
" | 3.4 Noncontravention
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103 | 3.5 SEC Filings; Financial Statements; Information Provided
|
" | 3.6 Absence of Certain Changes or Events
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" | 3.7 Investment Representation
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" | 3.8 Broker's Fees
|
" | 3.9 Litigation
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104 | 3.10 Legal Compliance
|
" | 3.11 Permits
|
" | 3.12 Required Vote
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" | 3.13 Board Recommendation
|
" | 3.14 Fairness Opinion
|
" | 3.15 No Other Proposals
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" | 3.16 Representations in Respect of Merger
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" | 3.17 Structure
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" | 3.18 Massachusetts Law
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" | Article Iv Pre-Closing Covenants
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" | 4.1 Closing Efforts
|
105 | 4.2 Governmental and Third-Party Notices and Consents
|
" | 4.3 Proxy Statement
|
106 | 4.4 Stockholders Meeting
|
" | 4.5 Operation of ENI Business
|
108 | 4.6 Access to Information
|
" | 4.7 Notice of Breaches
|
" | 4.8 Buyer's Board of Directors
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109 | 4.9 No Solicitation
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" | 4.10 FIRPTA Tax Certificates
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" | 4.11 License Agreement
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110 | Article V Conditions to Closing
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" | 5.1 Conditions to Obligations of each Party
|
" | 5.2 Conditions to Obligations of the Buyer
|
" | 5.3 Conditions to Obligations of Emerson
|
111 | Article Vi Post-Closing Covenants
|
" | 6.1 Proprietary Information
|
" | 6.2 Solicitation and Hiring
|
112 | 6.3 Non-Competition
|
" | 6.4 Sharing of Data
|
" | 6.5 Cooperation in Litigation
|
113 | 6.6 Employee Benefits
|
" | 6.7 Insurance Matters
|
114 | 6.8 Section 338(g) Election
|
" | 6.9 Treatment of Merger for Tax Purposes
|
" | Article Vii Indemnification
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" | 7.1 Indemnification by Emerson
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" | 7.2 Indemnification by the Buyer
|
" | 7.3 Indemnification Claims
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116 | 7.4 Survival of Representations and Warranties
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" | 7.5 Limitations
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117 | 7.6 Treatment of Indemnity Payments
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" | Article Viii Termination
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" | 8.1 Termination of Agreement
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118 | 8.2 Effect of Termination; Break-up Fee
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119 | Article Ix Tax Matters
|
" | 9.1 Preparation and Filing of Tax Returns
|
" | 9.2 Tax Indemnification by Emerson
|
" | 9.3 Tax Indemnification by the Buyer
|
120 | 9.4 Allocation of Certain Taxes
|
" | 9.5 Refunds and Carrybacks
|
121 | 9.6 Cooperation on Tax Matters; Tax Audits
|
" | 9.7 Termination of Tax-Sharing Agreements
|
" | Article X Definitions
|
130 | Article Xi Miscellaneous
|
" | 11.1 Press Releases and Announcements
|
" | 11.2 No Third Party Beneficiaries
|
" | 11.3 Entire Agreement
|
" | 11.4 Succession and Assignment
|
" | 11.5 Counterparts and Facsimile Signature
|
131 | 11.6 Headings
|
" | 11.7 Notices
|
" | 11.8 Governing Law
|
" | 11.9 Amendments and Waivers
|
132 | 11.10 Severability
|
" | 11.11 Expenses
|
" | 11.12 Submission to Jurisdiction
|
" | 11.13 Specific Performance
|
" | 11.14 Construction
|
139 | Standstill
|