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ATMI > SEC Filings for ATMI > Form 8-K on 21-Feb-2014All Recent SEC Filings

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Form 8-K for ATMI INC


21-Feb-2014

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits


Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 20, 2014, ATMI, Inc. ("ATMI") and certain of its subsidiaries (together with ATMI, the "Sellers") consummated the previously announced transaction to sell the Sellers' life sciences business (the "Business") to Pall Corporation, a New York corporation (the "Acquiror") pursuant to the Share and Asset Purchase Agreement (the "Purchase Agreement") by and among the Sellers and the Acquiror dated December 22, 2013.

Pursuant to the Purchase Agreement, the Sellers sold and transferred to the Acquiror all assets primarily related to the Business, including all equity interests held by the Sellers in ATMI BVBA, a company organized under the laws of Belgium, in exchange for cash proceeds of $185,000,000.00, subject to customary working capital adjustments (the "Transaction").

The foregoing description of the Transaction and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to ATMI's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2013, which is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated financial information required by Article 11 of Regulation S-X, promulgated pursuant to the Securities and Exchange Act of 1934, is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference:

Unaudited Pro Forma Condensed Consolidated Balance Sheet of ATMI as of September 30, 2013
Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the nine months ended September 30, 2013
Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the nine months ended September 30, 2012
Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the year ended December 31, 2012
Unaudited Pro Forma Condensed Consolidated Statement of Operations of ATMI for the year ended December 31, 2011
Unaudited Pro Forma Condensed Consolidated Statement of Income of ATMI for the year ended December 31, 2010

(d) Exhibits.

Exhibit
 Number                           Description

  2.1         Share and Asset Purchase Agreement, dated as of
              December 22, 2013, by and among ATMI, Inc., ATMI
              Packaging, Inc., Advanced Technology Materials,
              Inc., ATMI SARL, ATMI Belgium LLC, and Pall
              Corporation (filed as Exhibit 2.1 to ATMI, Inc.'s
              Current Report on Form 8-K, filed on December 23,
              2013).*

  99.1        Unaudited Pro Forma Condensed Consolidated
              Financial Information.**

*Incorporated by reference.
** Filed herewith.


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