Sunstone Capital to Acquire Materion for $3.6B

TL;DR

Materion going private for $3.6B cash deal, $65/share. Closing H1 2025.

AI Summary

Materion Corporation announced on October 1, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Sunstone Capital LLC. The transaction is valued at approximately $3.6 billion, with shareholders set to receive $65.00 per share in cash. This acquisition is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This significant acquisition at a premium price indicates strong investor confidence in Materion's future prospects and could lead to substantial returns for its shareholders.

Risk Assessment

Risk Level: medium — The deal is subject to closing conditions, and there's always a risk of the transaction not being completed.

Key Numbers

• $3.6B — Transaction Value (Total amount Sunstone Capital is paying for Materion.)
• $65.00 — Price Per Share (Cash amount each Materion shareholder will receive.)
• H1 2025 — Expected Closing (Anticipated timeframe for the acquisition to be finalized.)

Key Players & Entities

• Materion Corporation (company) — Company being acquired
• Sunstone Capital LLC (company) — Acquiring entity
• $3.6 billion (dollar_amount) — Total transaction value
• $65.00 (dollar_amount) — Price per share
• October 1, 2024 (date) — Date of announcement
• first half of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $5.20 — ings per share guidance to the range of $5.20 to $5.40, as a result of lower than exp
• $5 — share guidance to the range of $5.20 to $5.40, as a result of lower than expected

Filing Documents

• mtrn-20241001.htm (8-K) — 38KB
• 0001104657-24-000133.txt ( ) — 187KB
• mtrn-20241001.xsd (EX-101.SCH) — 2KB
• mtrn-20241001_def.xml (EX-101.DEF) — 14KB
• mtrn-20241001_lab.xml (EX-101.LAB) — 25KB
• mtrn-20241001_pre.xml (EX-101.PRE) — 15KB
• mtrn-20241001_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Materion Corporation ("Materion" or the "Company") is revising its 2024 full year adjusted earnings per share guidance to the range of $5.20 to $5.40, as a result of lower than expected incoming order rates for the second half of 2024. The Company previously anticipated that semiconductor and industrial orders would continue the improved trajectory seen through the second quarter of 2024, but incoming order rates have developed slower than expected. The impact from a recovery in the semiconductor market is taking longer than planned, with customer inventories remaining at high levels, and the anticipated rebound in the industrial end markets has not yet materialized. The outlooks for aerospace and automotive have also been reduced due to the continued reductions in customer build rates. In total, value-added sales for the second half of 2024 are expected to be approximately 5% lower than our previous expectations. The Company has implemented additional cost control actions to mitigate the impact of lower value-added sales and expects to deliver strong adjusted EBITDA margins above the 20% mid-term target. The Company is presenting full year adjusted earnings per share guidance, which is a non-GAAP financial measure that adjusts for certain special items. Internally, management reviews the results of operations without the impact of these special items in order to assess the profitability from ongoing activities. The Company is providing this information because it believes it will assist investors in analyzing its financial results and, when viewed in conjunction with the GAAP results, provide a more comprehensive understanding of the factors and trends affecting its operations. It is not possible for the Company to identify the amount or significance of future adjustments associated with potential insurance and litigation claims, legacy environmental costs, acquisition and integration costs, certain income tax items, or

Forward-Looking Statements

Forward-Looking Statements Portions of the narrative set forth in this Current Report on Form 8-K that are not statements of historical or current facts are forward-looking statements, including, without limitation, our adjusted EPS guidance for the full year 2024 and our expected value-added sales for the second half of 2024. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include, in addition to those mentioned elsewhere herein: the global economy, including inflationary pressures, potential future recessionary conditions and the impact of tariffs and trade agreements; the impact of any U.S. Federal Government shutdowns or sequestrations; the condition of the markets which we serve, whether defined geographically or by segment; changes in product mix and the financial condition of customers; our success in developing and introducing new products and new product ramp-up rates; our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values; our success in identifying acquisition candidates and in acquiring and integrating such businesses; the impact of the results of acquisitions on our ability to fully achieve the strategic and financial objectives related to these acquisitions; our success in implementing our strategic plans and the timely and successful start-up and completion of any capital projects; other financial and economic factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal consignment fees, tax rates, exchange rates, interest rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, credit availability, and the impact of th

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Materion Corporation October 1, 2024 By: /s/ Shelly M. Chadwick Shelly M. Chadwick Vice President, Finance and Chief Financial Officer