ATC / Atotech Ltd - Документы SEC, Годовой отчет, Доверенное заявление

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As filed with the Securities and Exchange Commission on August 17, 2022

As filed with the Securities and Exchange Commission on August 17, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 29, 2022, pursuant to the provisions of Rule 12d2-2 (a).

MKS Instruments Announces Closing of Atotech Acquisition

Exhibit 99.1 MKS Instruments Announces Closing of Atotech Acquisition ? Positions MKS to Optimize the InterconnectSM ? the Next Frontier for Electronic Device Miniaturization and Complexity ? Atotech?s leadership in functional and decorative surface finishing will also extend MKS? product offering for industrial applications and grow market reach ANDOVER, Mass., August 17, 2022 ? (GLOBE NEWSWIRE)

MKS Instruments and Atotech Receive Approval from the Royal Court of Jersey for the Pending Acquisition of Atotech

Exhibit 99.1 FOR IMMEDIATE RELEASE August 15, 2022 MKS Instruments and Atotech Receive Approval from the Royal Court of Jersey for the Pending Acquisition of Atotech ? All material conditions to the closing have been satisfied and the closing is scheduled for August 17, 2022 ANDOVER, Mass. and BERLIN, Germany ? August 15, 2022 ? (GLOBE NEWSWIRE) ? MKS Instruments, Inc. (NASDAQ: MKSI) (?MKS?), a gl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of

Unaudited interim consolidated statements of financial position of Atotech Limited and subsidiaries as of June 30, 2022 and December 31, 2021, and the related condensed consolidated statements of comprehensive income/(loss), cash flows and changes in shareholders’ equity for each of the six months ended June 30, 2022 and June 30, 2021, and the related notes (incorporated herein by reference to Atotech Limited’s Report on Form 6-K filed with the Securities and Exchange Commission on August 9, 2022)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-40007 Atotech Limited (Exact name of Registrant as specified in its charter) Bailiwick of Jersey (Jurisdiction of incorporation) Willia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 (Commission File No. 001-40007) Atotech Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 (Commission File No. 001-40007) Atotech Limited (Translation of registrant?s name into English) Bailiwick of Jersey (Jurisdiction of incorporation) William Street, West Bromwich West Midlands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of pr

MKS Instruments and Atotech Receive China Antitrust Clearance for Pending Acquisition of Atotech

Exhibit 99.1 July 28, 2022 MKS Instruments and Atotech Receive China Antitrust Clearance for Pending Acquisition of Atotech ANDOVER, Mass. and BERLIN, Germany ? July 28, 2022 ? (GLOBE NEWSWIRE) ? MKS Instruments, Inc. (NASDAQ: MKSI) (?MKS?), a global provider of technologies that enable advanced processes and improve productivity, and Atotech Limited (NYSE: ATC) (?Atotech?), a leading process chem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 (Commission File No. 001-40007) Atotech Limi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 (Commission File No. 001-40007) Atotech Limited (Translation of registrant?s name into English) Bailiwick of Jersey (Jurisdiction of incorporation) William Street, West Bromwich West Midlands, B

Atotech Limited (Incorporated in Jersey with registered no. 127906) Notice of 2022 Annual General Meeting

Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you should consult an appropriately authorized independent financial adviser in your jurisdiction. Atotech Limited (Incorporated in Jersey with registered no. 127906) Notice of 2022 Annual General Meeting Notice of the Annual Gene

Your Vote Counts! ATOTECH LIMITED 2022 Annual General Meeting Vote by 3:59 a.m. GMT on August 1, 2022 ATOTECH LIMITED 3RD FLOOR, 44 ESPLANADE ST HELIER, JERSEY JE4 9WG D88617-P78623 You invested in ATOTECH LIMITED and it’s time to vote! You have the

Exhibit 99.3 Your Vote Counts! ATOTECH LIMITED 2022 Annual General Meeting Vote by 3:59 a.m. GMT on August 1, 2022 ATOTECH LIMITED 3RD FLOOR, 44 ESPLANADE ST HELIER, JERSEY JE4 9WG D88617-P78623 You invested in ATOTECH LIMITED and it?s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy

SCAN TO VIEW MATERIALS & VOTE ATOTECH LIMITED 3RD FLOOR, 44 ESPLANADE ST HELIER, JERSEY JE4 9WG VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for e

Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE ATOTECH LIMITED 3RD FLOOR, 44 ESPLANADE ST HELIER, JERSEY JE4 9WG VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 3:59 a.m. GMT on August 1, 2022. Have your proxy card in hand when you access the web site and

Atotech Reports Results for the First Quarter of 2022

Exhibit 99.1 Atotech Reports Results for the First Quarter of 2022 ? Generates first quarter revenue of $358 million, approximately 1% over the prior-year period; chemistry organic revenue grew 3% ? Reports net income of $48 million, compared to a net loss of $72 million in the first quarter of 2021, the latter reflecting one-time expenses during last year?s re-financing activities ? Delivers Adju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-40007

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-40007 Atotech Limited (Exact name of Registrant as specified in its charter) Bailiwick of Jersey (Jurisdiction of incorporation) William S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of p

Atotech Files 2021 Annual Report on Form

Exhibit 99.1 Atotech Files 2021 Annual Report on Form 20-F April 19, 2022 BERLIN, April 19, 2022 (GLOBE NEWSWIRE) ? Atotech (NYSE: ATC), a leading specialty chemicals technology company and a market leader in advanced electroplating solutions, today announced that it has filed its 2021 annual report on Form 20-F, including its audited financial statements for the year ended December 31, 2021, with

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.2 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Atotech Limited for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities E

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 EXHIBIT 12.1 CERTIFICATIONS I, Geoff Wild, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Atotech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 2.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Atotech Limited (?Atotech,? the ?Company,? ?our,? ?us? and ?we?) is a Jersey, Channel Islands public company with limited liability. Its affairs are governed by the articles of association and the Jersey Companies Law. Atotech?s register of members is kept by our assistant company secreta

Consent of KPMG AG Wirtschaftsprüfungsgesellschaft

EX-15.1 8 d332984dex151.htm EX-15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statement No. 333-253068 on Form S-8 of our report dated April 8, 2022, with respect to the consolidated financial statements of Atotech Ltd. /s/ KPMG AG Wirtschaftsprüfungsgesellschaft Berlin, Germany April 8, 2022

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Atotech Limited. for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.2 EXHIBIT 12.2 CERTIFICATIONS I, Peter Frauenknecht, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Atotech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m

Audited consolidated statements of financial position of Atotech Limited and subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income/(loss), cash flows and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2021, and the related notes (incorporated herein by reference to Atotech Limited’s Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2022)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of p

Atotech Reports Unaudited Fourth Quarter and Full-Year 2021 Results

Exhibit 99.1 Atotech Reports Unaudited Fourth Quarter and Full-Year 2021 Results ? Generates record full-year 2021 revenues of $1.5 billion1, an increase of 21% over the prior-year period, including chemistry organic revenue growth of 11% ? Reports 2021 net income of $7.5 million, compared to a net loss of $289 million in 2020, the latter including impairment charges of $279.5 million of our GMF s

Atotech Announces Fourth Quarter and Full-Year 2021 Earnings Release Date

Exhibit 99.2 FOR IMMEDIATE RELEASE Atotech Announces Fourth Quarter and Full-Year 2021 Earnings Release Date BERLIN, Germany ? April 1, 2022 ? Atotech (NYSE: ATC), a leading specialty chemicals technology company and a market leader in advanced electroplating solutions, announced today that it will release fourth quarter and full-year 2021 earnings at 6:00 a.m. Eastern time on Monday, April 4, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-4

6-K 1 d235600d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant’s name into English) William Street, West Bromwich West Midlands, B70 0BG Uni

Atotech Provides an Update Regarding Proposed Transaction

Exhibit 99.1 April 1, 2022 Atotech Provides an Update Regarding Proposed Transaction Berlin, Germany ? April 1, 2022 ? Atotech Limited (NYSE: ATC) (?Atotech?), a leading process chemicals technology and advanced electroplating solutions company, today announced that it has agreed to extend the date for completing MKS Instruments, Inc.?s (?MKS?) pending acquisition of Atotech to September 30, 2022

Amendment to the Implementation Agreement, dated as of April 1, 2022, by and among Atotech Limited, MKS Instruments, Inc. and Atotech Manufacturing, Inc.

Exhibit 2.1 EXECUTION VERSION AMENDMENT TO THE IMPLEMENTATION AGREEMENT DATED 1 JULY 2021 AMONG ATOTECH LIMITED, MKS INSTRUMENTS, INC. AND ATOTECH MANUFACTURING, INC. THIS AMENDMENT (this ?Amendment?) to the Implementation Agreement (as defined below) is made as of 1 April 2022, by and among Atotech Limited (the ?Company?), MKS Instruments, Inc. (the ?Acquirer?) and Atotech Manufacturing, Inc., an

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

JOINT FILING AGREEMENT

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G.

ATC / Atotech Ltd / Carlyle Group Inc. - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Atotech Limited (Name of Issuer) Ordinary Shares, par value $0.10 (Title of Class of Securities) G0625A105 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address o

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Exhibit 99.1 Atotech Names Klaus-G?nter Vennemann to Board of Directors; Brian Bernasek Resigns As Director Berlin, February 04, 2022 ? Atotech (NYSE: ATC), a leading specialty chemicals technology company and a market leader in advanced electroplating solutions, announced today that Brian Bernasek, a member of the company?s Board of Directors, has resigned as a director as of January 31, 2022. Th

MKS Instruments and Atotech Provide Update on Pending Acquisition of Atotech

Exhibit 99.1 MKS Instruments and Atotech Provide Update on Pending Acquisition of Atotech ANDOVER, Mass. and LONDON, England ? December 14, 2021 ? MKS Instruments, Inc. (NASDAQ: MKSI) (?MKS?), a global provider of technologies that enable advanced processes and improve productivity, and Atotech Limited (NYSE: ATC) (?Atotech?), a leading process chemicals technology and advanced electroplating solu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-4

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-40007 Atotech Limited (Exact name of Registrant as specified in its charter) Bailiwick of Jersey (Jurisdiction of incorporation) Will

Atotech Reports Third Quarter 2021 Results and Narrows 2021 Full-Year Guidance Range

Exhibit 99.1 Atotech Reports Third Quarter 2021 Results and Narrows 2021 Full-Year Guidance Range ? Generates third quarter revenue of $383 million, an increase of 18% over the prior-year period, including chemistry organic revenue growth of 6% ? Reports net income of $19 million, an increase of 75% compared to Q3 2020 ? Delivers Adjusted EBITDA of $112 million, a 10% increase over the prior-year

MKS INSTRUMENTS TO ACQUIRE ATOTECH Results of Court Meeting and General Meeting

Exhibit 99.1 November 3, 2021 MKS INSTRUMENTS TO ACQUIRE ATOTECH Results of Court Meeting and General Meeting LONDON, England ? November 3, 2021 ? (GLOBE NEWSWIRE) On July 1, 2021, the board of directors of Atotech Limited (NYSE:ATC) (?Atotech?) and the board of directors of MKS Instruments, Inc. (NASDAQ:MKSI) (?MKS?) announced that they had entered into a definitive agreement pursuant to which MK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address o

LETTER AGREEMENT

Exhibit 99.1 LETTER AGREEMENT THIS AGREEMENT (the ?Agreement?) is made on 29 October, 2021. WHEREAS: (A) The following parties entered into an Implementation Agreement on 1 July, 2021 (the ?Implementation Agreement?): 1) ATOTECH LIMITED, a registered public company incorporated and existing under the laws of Jersey with registered number 127906 and whose registered office is at 3rd Floor, 44 Espla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 4, 2021 Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 4, 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address

Recommended Acquisition of ATOTECH LIMITED MKS INSTRUMENTS, INC. to be effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended)

Exhibit 99.2 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF ATOTECH LIMITED?S ORDINARY SHARES ON THE NEW YORK STOCK EXCHANGE. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH ARTICLE 126 OF THE JERSEY COMPANIES LAW. If y

ATOTECH LIMITED COURT MEETING AND GENERAL MEETING VIRTUAL MEETING GUIDE Meeting ID: 155-494-169

Exhibit 99.5 ATOTECH LIMITED COURT MEETING AND GENERAL MEETING VIRTUAL MEETING GUIDE Meeting ID: 155-494-169 Unless otherwise defined, terms used in this virtual meeting guide shall have the meaning given to them in the scheme document published by Atotech Limited on September 28, 2021 (the ? Scheme Document?). SCHEME SHAREHOLDERS AND ATOTECH SHAREHOLDERS Meeting Access Scheme Shareholders and Ato

VOTE BY INTERNET Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [October 29], 2021. Have ATOTECH LIMITED your proxy card in hand when you ac

Exhibit 99.6 VOTE BY INTERNET Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [October 29], 2021. Have ATOTECH LIMITED your proxy card in hand when you access the web site and follow the 3rd Floor, 44 Esplanade instructions toobtain your records and to create an electronic voting instructio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address

MKS INSTRUMENTS TO ACQUIRE ATOTECH Publication of the Scheme Document

Exhibit 99.1 September 28, 2021 MKS INSTRUMENTS TO ACQUIRE ATOTECH Publication of the Scheme Document LONDON, England ? September 28, 2021 ? (GLOBE NEWSWIRE) On July 1, 2021, the board of directors of Atotech Limited (NYSE:ATC) (?Atotech?) and the board of directors of MKS Instruments, Inc. (NASDAQ:MKSI) (?MKS?) announced that they had entered into a definitive agreement pursuant to which MKS woul

Legal Disclaimer Forward-Looking Statements This presentation and the oral remarks made in connection herewith may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any forward-looki

August 11, 2021 Atotech Q2 2021 Earnings Presentation Geoff Wild, CEO Peter Frauenknecht, CFO Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-400

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-40007 Atotech Limited (Exact name of Registrant as specified in its charter) Bailiwick of Jersey (Jurisdiction of incorporation) Willia

Atotech Reports Second Quarter 2021 Results and Raises 2021 Full Year Guidance

Exhibit 99.1 Atotech Reports Second Quarter 2021 Results and Raises 2021 Full Year Guidance ? Generates second quarter revenue of $377 million, an increase of 44% over the prior year period, including chemistry organic revenue growth of 24% ? Reports net income of $30 million, compared to a net loss of $283 million in Q2 2020, the latter caused by Covid-19 pandemic-related impairment charges ? Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of pr

1 July 2021

Exhibit 4.1 1 July 2021 (1) ATOTECH LIMITED (2) MKS INSTRUMENTS, INC. IMPLEMENTATION AGREEMENT 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com CONTENTS Clause Page 1. INTERPRETATION 2 2. CASH CONSIDERATION 12 3. SHARE CONSIDERATION 12 4. CONDITIONS 13 5. IMPLEMENTATION OF THE ACQUISITION 15 6. DOCUMENTATION, INFORMATION AND UNDERTAKINGS 17 7. DIRECTORS? AND OFFICERS?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of pr

MKS Instruments to Acquire Atotech $5.1 billion cash and stock transaction combines capabilities in lasers, optics, motion and process chemistry to enable next-generation advanced electronics Accelerates interconnect solutions for customers to addres

Exhibit 99.1 MKS Instruments to Acquire Atotech $5.1 billion cash and stock transaction combines capabilities in lasers, optics, motion and process chemistry to enable next-generation advanced electronics Accelerates interconnect solutions for customers to address increasing miniaturization demands that enables integration of chips to devices Recurring consumables portfolio for leading edge device

Safe Harbor for Forward-Looking Statements Statements in this presentation regarding the proposed transaction (the “transaction”) between MKS Instruments, Inc. (“MKS”) and Atotech Limited (“Atotech”), the expected timetable for completing the transac

Exhibit 99.2 Optimizing the Interconnect: The Next Frontier For Miniaturization & Complexity July 1, 2021 MKS To Acquire AtotechExhibit 99.2 Optimizing the Interconnect: The Next Frontier For Miniaturization & Complexity July 1, 2021 MKS To Acquire Atotech Safe Harbor for Forward-Looking Statements Statements in this presentation regarding the proposed transaction (the ?transaction?) between MKS I

Atotech Limited Nonqualified Employee Stock Purchase and Matching Share Subplan

Exhibit 99.1 Atotech Limited Nonqualified Employee Stock Purchase and Matching Share Subplan 1. PURPOSE OF THE NONQUALIFIED EMPLOYEE STOCK PURCHASE AND MATCHING SHARE SUBPLAN The purpose of the Atotech Limited Nonqualified Employee Stock Purchase and Matching Share Subplan (the ?Plan? or ?Matching Share Plan?) is to provide Eligible Employees of Atotech Limited (the ?Company?) and its affiliates (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-400

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of pri

Current Report of Foreign Issuer - 6-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-40007 Atotech Limited (Exact name of Registrant as specified in its charter) Bailiwick of Jersey (Jurisdiction of incorporation) William S

Atotech Reports First Quarter 2021 Results and Raises 2021 Full Year Guidance

Exhibit 99.1 Atotech Reports First Quarter 2021 Results and Raises 2021 Full Year Guidance ? Generates first quarter revenue of $353 million, an increase of 25% over the prior year period, including chemistry organic revenue growth of 13% ? Reports a net loss of $72 million, primarily reflecting one-time costs associated with the Company?s recent refinancing ? Delivers adjusted EBITDA of $110 mill

Forward-Looking Statements This presentation and the oral remarks made in connection herewith may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any forward-looking statements inv

Atotech Q1 2021 Conference Call May 4, 2021 Geoff Wild Chief Executive Officer Peter Frauenknecht Chief Financial Officer Exhibit 99.

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of pri

- 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A Amendment No. 1 ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

Atotech Announces Refinancing of Senior Secured Credit Facilities

Exhibit 99.1 FOR IMMEDIATE RELEASE Atotech Announces Refinancing of Senior Secured Credit Facilities BERLIN, Germany ? March 18, 2021 ? Atotech Limited (NYSE: ATC) (?Atotech? or the ?Company?), a leading specialty chemicals technology company and a market leader in advanced electroplating solutions, today announced that it has closed on the refinancing of its senior secured credit facilities. In p

Credit Agreement, dated as of March 18, 2021, among Alpha 3 B.V., Alpha US BidCo, Inc., Atotech B.V., Atotech Deutschland GmbH and Atotech Asia Pacific Limited, Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders party thereto.*

EX-4.1 2 d144879dex41.htm EX-4.1 Exhibit 4.1 Execution Version DEAL CUSIP: N0287GAF0 INITIAL DOLLAR TERM LOAN CUSIP: N0287GAG8 INITIAL EURO TERM LOAN CUSIP: N0287GAH6 REVOLVING CREDIT FACILITY CUSIP: N0287GAJ2 CREDIT AGREEMENT DATED AS OF MARCH 18, 2021 AMONG ALPHA 3 B.V., AS PARENT BORROWER, ATOTECH B.V., AS DUTCH SUBSIDIARY BORROWER, ALPHA US BIDCO, INC., AS U.S. SUBSIDIARY BORROWER, ATOTECH DEU

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of p

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATIONS I, Peter Frauenknecht, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Atotech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 Exhibit 12.1 CERTIFICATIONS I, Geoff Wild, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Atotech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Atotech Limited. for the year ended December 31, 2020 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities

Atotech Reports Fourth Quarter and Full Year 2020 Results and Provides 2021 Full Year Guidance

Exhibit 99.1 FOR IMMEDIATE RELEASE Atotech Reports Fourth Quarter and Full Year 2020 Results and Provides 2021 Full Year Guidance ? Reports fourth quarter revenue of $365 million, an increase of 18% over the fourth quarter of 2019, including organic chemistry revenue growth of 5% ? Delivers net income of $22 million, up significantly over the fourth quarter of 2019 ? Posts adjusted EBITDA of $106

Forward-Looking Statements This presentation and the oral remarks made in connection herewith may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any forward-looking statements inv

Atotech Q4 2020 Conference Call March 4, 2021 Geoff Wild Chief Executive Officer Peter Frauenknecht Chief Financial Officer Exhibit 99.

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Atotech Limited for the year ended December 31, 2020 (the ?Report?) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File Number: 001-40007 Atotech Limited (Translation of registrant?s name into English) William Street, West Bromwich West Midlands, B70 0BG United Kingdom (Address of p

Consent of KPMG AG Wirtschaftsprüfungsgesellschaft

EX-15.1 8 d136372dex151.htm EX-15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm The Board of Directors of Atotech Limited: We consent to the incorporation by reference in the registration statement (No. 333-253068) on Form S-8 of Atotech Limited of our report dated February 26, 2021, with respect to the consolidated statements of financial position of Atotech Limited as o

Principal Stockholders Agreement

Exhibit 4.19 PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG ATOTECH LIMITED AND THE CARLYLE STOCKHOLDERS FEBRUARY 3, 2021 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 4 2.1 Representations and Warranties of the Initial Carlyle Stockholder 4 2.2 [Reserved.] 4 2.3 Representati

- 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT

Atotech Limited 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 (File No. 333-253068), filed with the Commission on February 12, 2021)

Exhibit 10.2 ATOTECH LIMITED 2021 INCENTIVE AWARD PLAN ARTICLE I. BACKGROUND AND PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. In connectio

- S-8

As filed with the Securities and Exchange Commission on February 12, 2021 Registration No.

Memorandum of Association and Amended & Restated Articles of Association of Atotech Limited (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-8 (File No. 333-253068), filed with the Commission on February 12, 2021)

Exhibit 3.1 Companies (Jersey) Law 1991 Company Limited by Shares Adopted by special resolution of the members dated 24 January 2021 MEMORANDUM OF ASSOCIATION OF ATOTECH LIMITED Companies (Jersey) Law 1991 Company Limited by Shares Memorandum of Association of ATOTECH LIMITED Registered company number 127906 1. The name of the Company is ATOTECH LIMITED. 2. The Company is a public company limited

29,268,000 Common Shares Atotech Limited Common Shares

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-235928 PROSPECTUS 29,268,000 Common Shares Atotech Limited Common Shares This is Atotech Limited’s initial public offering. Atotech Limited is offering 29,268,000 common shares in this offering. The public offering price is $17.00 per share. Currently, no public market exists for our common shares. We have been approved

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATOTECH LIMITED (Exact name of registrant as specified in its charter) Bailiwick of Jersey Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

ATOTECH LIMITED

FWP Filed pursuant to Rule 433 Registration Statement No. 333-235928 Free Writing Prospectus February 3, 2021 ATOTECH LIMITED This free writing prospectus relates only to, and should be read together with, the preliminary prospectus dated January 25, 2021 (the “Preliminary Prospectus”) included in Amendment No. 5 to the Registration Statement on Form F-1 (File No. 333-235928) (the “Registration St

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Boston Brussels Century City Chicago Dubai D?sseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washin

- F-1/A

F-1/A Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021 Registration No.

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington,

Amended and Restated Memorandum of Association and Articles of Association of Atotech Limited

EX-3.1 Exhibit 3.1 Companies (Jersey) Law 1991 Company Limited by Shares Adopted by special resolution of the members dated 2021 MEMORANDUM OF ASSOCIATION OF ATOTECH LIMITED Companies (Jersey) Law 1991 Company Limited by Shares Memorandum of Association of ATOTECH LIMITED Registered company number 127906 1. The name of the Company is ATOTECH LIMITED. 2. The Company is a public company limited by s

List of Subsidiaries

EX-21.1 11 d903704dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Legal Name of Subsidiary Jurisdiction Alpha 2 B.V. The Netherlands Alpha 3 B.V.* The Netherlands Alpha 4 B.V. The Netherlands Alpha 5 B.V.* The Netherlands Alpha US Bidco, Inc. United States Atotech Argentina S.A. Argentina Atotech Asia Pacific Ltd. Hong Kong Atotech Australia PTY Ltd. Australia Atotech Beteiligungs u

- F-1/A

F-1/A Table of Contents As filed with the Securities and Exchange Commission on January 8, 2021 Registration No.

Form of Agreement for the Atotech UK Topco Limited Option Plan

EX-10.19 Exhibit 10.19 Atotech UK Topco Limited c/o Lansdowne House 57, Berkeley Square, Mayfair London W1J 6ER United Kingdom [Options holder’s name] [Options holder’s address] [Date] 2017 Re. Atotech UK Topco Limited Options Plan Dear [name of options holder], I am pleased to let you know that it has been decided by the board of directors (the Board) of Atotech UK Topco Limited (the Company) on

Form of Restricted Share Award Agreement under the Atotech Limited 2021 Incentive Award Plan

EX-10.13 Exhibit 10.13 ATOTECH LIMITED 2021 INCENTIVE AWARD PLAN RESTRICTED SHARE GRANT NOTICE Capitalized terms not specifically defined in this Restricted Share Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Atotech Limited (the “Company”). The Company has granted to the participant listed below (“P

Form of Amended and Restated Memorandum of Association and Articles of Association of Atotech Limited

EX-3.1 Exhibit 3.1 Companies (Jersey) Law 1991 Company Limited by Shares Adopted by special resolution of the members dated 2021 MEMORANDUM OF ASSOCIATION OF ATOTECH LIMITED Companies (Jersey) Law 1991 Company Limited by Shares Memorandum of Association of ATOTECH LIMITED Registered company number 127906 1. The name of the Company is ATOTECH LIMITED. 2. The Company is a public company limited by s

Form of Lock-Up Deed

EX-10.20 Exhibit 10.20 THIS DEED is made on [DATE] January 2021 BETWEEN (1) [NAME OF COVENANTOR], whose address is [ADDRESS] (the “Covenantor”); and (2) ATOTECH LIMITED, a company registered under the laws of Jersey with company number 17906, whose registered address is 3rd Floor 44 Esplanade St Helier Jersey JE4 9WG (the “Company”). RECITALS (A) The Covenantor has received Common Shares in connec

Form of Atotech Limited 2021 Incentive Award Plan

EX-10.11 Exhibit 10.11 ATOTECH LIMITED 2021 INCENTIVE AWARD PLAN ARTICLE I. BACKGROUND AND PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. In

Form of Director and Officer Indemnification and Advancement Agreement

EX-10.15 Exhibit 10.15 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , by and between Atotech Limited, a Bailiwick of Jersey company (the “Company”), and , [a member of the board of directors][an officer][an employee][an agent][a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previo

Form of Restricted Share Unit Award Agreement under the Atotech Limited 2021 Incentive Award Plan

EX-10.14 Exhibit 10.14 ATOTECH LIMITED 2021 INCENTIVE AWARD PLAN RESTRICTED SHARE UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Atotech Limited (the “Company”). The Company has granted to the participant listed

Form of Option Award Agreement under the Atotech Limited 2021 Incentive Award Plan

EX-10.12 Exhibit 10.12 ATOTECH LIMITED 2021 INCENTIVE AWARD PLAN OPTION GRANT NOTICE Capitalized terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Atotech Limited (the “Company”). The Company has granted to the participant listed below (“Participant”) the opt

Power of Attorney of Louise Makin

EX-24.4 3 d903704dex244.htm EX-24.4 Exhibit 24.4 Power of Attorney Each person whose signature appears below constitutes and appoints Geoff Wild and Peter Frauenknecht, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any a

- F-1/A

F-1/A Table of Contents As filed with the Securities and Exchange Commission on December 7, 2020 Registration No.

- F-1/A

F-1/A Table of Contents As filed with the Securities and Exchange Commission on September 11, 2020 Registration No.

Consent of Director Nominee (Louise Makin)

Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form F-1 (the “Registration Statement”) of Atotech Limited (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement

Power of Attorney of Ronald E. Bruehlman

EX-24.3 3 d903704dex243.htm EX-24.3 Exhibit 24.3 Power of Attorney Each person whose signature appears below constitutes and appoints Geoff Wild and Peter Frauenknecht, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any a

- F-1/A

Table of Contents As filed with the Securities and Exchange Commission on March 9, 2020 Registration No.

Managing Director Service Agreement by and between Atotech Deutschland GmbH and Peter Frauenknecht, dated as of April 10, 2017

Exhibit 10.6 MANAGING DIRECTOR SERVICE AGREEMENT entered into by and between Peter Frauenknecht and Atotech Deutschland GmbH Erasmusstrasse 20 10553 Berlin Germany - hereinafter referred to as the ?Company? - (the Company and Mr. Frauenknecht together hereinafter referred to as the ?Parties?) Art.1 Appointment / Area of Responsibility 1. With effect as of 10 April 2017, Mr. Frauenknecht will be ap

Form of Underwriting Agreement

Exhibit 1.1 ATOTECH LIMITED [?] Common Shares, $0.10 par value Underwriting Agreement [?], 2020 CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Credit Suisse Securities (USA) LLC Eleven

Powers of Attorney of Brian A. Bernasek, Herman H. Chang, Shaun Mercer and Charles W. Shaver

Exhibit 24.2 Power of Attorney Each person whose signature appears below constitutes and appoints Geoff Wild and Peter Frauenknecht, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-ef

Form of Principal Stockholders Agreement

Exhibit 10.19 PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG ATOTECH LIMITED AND THE CARLYLE STOCKHOLDERS , 2020 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 4 2.1 Representations and Warranties of the Initial Carlyle Stockholder 4 2.2 [Reserved.] 4 2.3 Representations and W

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Legal Name of Subsidiary Jurisdiction Alpha 2 B.V. The Netherlands Alpha 3 B.V.* The Netherlands Alpha 4 B.V. The Netherlands Alpha 5 B.V.* The Netherlands Alpha US Bidco, Inc. United States Atotech Argentina S.A. Argentina Atotech Asia Pacific Ltd. Hong Kong Atotech Australia PTY Ltd. Australia Atotech Beteiligungs und Management GmbH & Co KG* Germany A

Consent of Director Nominee (Ronald E. Bruehlman)

Exhibit 99.2 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form F-1 (the ?Registration Statement?) of Atotech Limited (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement

Form of Restricted Share Unit Award Agreement under the Atotech Limited 2020 Incentive Award Plan

Exhibit 10.14 ATOTECH LIMITED 2020 INCENTIVE AWARD PLAN RESTRICTED SHARE UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2020 Incentive Award Plan (as amended from time to time, the ?Plan?) of Atotech Limited (the ?Company?). The Company has granted to the participant listed below (?

Form of Option Award Agreement under the Atotech Limited 2020 Incentive Award Plan

Exhibit 10.12 ATOTECH LIMITED 2020 INCENTIVE AWARD PLAN OPTION GRANT NOTICE Capitalized terms not specifically defined in this Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2020 Incentive Award Plan (as amended from time to time, the ?Plan?) of Atotech Limited (the ?Company?). The Company has granted to the participant listed below (?Participant?) the option descr

Secondment Agreement by and between Alpha US Bidco, Inc., Atotech USA LLC and Geoff Wild, dated as of April 13, 2017

Exhibit 10.4 Secondment Agreement This Secondment Agreement (this ?Secondment Agreement?), dated as of April 13, 2017 and which shall have retroactive effect from, and include, March 13, 2017 (the ?Effective Date?), is made by and between (i) Alpha US Bidco, Inc. with its registered office located at Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of

Form of Director Indemnification and Advancement Agreement

Exhibit 10.16 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of , by and between Atotech Limited, a Bailiwick of Jersey company (the ?Company?), and , a member of the board of directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering i

Amendment No. 2 to Managing Director Service Agreement by and between Atotech Deutschland GmbH and Peter Frauenknecht, dated as of January 14, 2020

Exhibit 10.8 2nd AMENDMENT AGREEMENT TO MANAGING DIRECTOR SERVICE AGREEMENT entered into by and between Peter Frauenknecht and Atotech Deutschland GmbH Erasmusstrasse 20 10553 Berlin Germany - hereinafter referred to as the ?Company? - - Mr. Frauenknecht and the Company together referred to as the ?Parties? - The Parties have entered into a Managing Director Service Agreement dated 4 / 7 April 201

Employment Agreement by and between Atotech Deutschland GmbH and Harald Ahnert, dated as of January 28, 2020

Exhibit 10.9 EMPLOYMENT AGREEMENT ANSTELLUNGSVERTRAG entered into by and between zwischen Atotech Deutschland GmbH Erasmusstra?e 20 10553 Berlin ? hereinafter referred to as the ?Company? ? ? nachfolgend die ?Gesellschaft? ? and und Harald Ahnert (the Company and Mr. Ahnert together hereinafter referred to as the ?Parties?) (die Gesellschaft und Herr Ahnert nach-folgend zusammen als die ?Parteien?

Employment Agreement by and between Atotech (Thailand) Co Ltd and Geoff Wild, dated as of March 31, 2017

Exhibit 10.5 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 31, 2017 and which shall become effective on the same date (the ?Effective Date?), is made by and between Atotech (Thailand) Co Ltd. with its registered office located at No. 1 TP & T Building, 1 lest Floor, Soi Vibhavadi Rangsit 19, Vibhavadi Rangsit Road, Kwaeng Chatuchak, Khet Chatuchak, Bangkok (t

Form of Amended and Restated Memorandum of Association and Articles of Association of Atotech Limited

Exhibit 3.1 Companies (Jersey) Law 1991 Company Limited by Shares Adopted by special resolution on 2020 MEMORANDUM OF ASSOCIATION OF ATOTECH PLC Companies (Jersey) Law 1991 Company Limited by Shares Memorandum of Association of ATOTECH PLC Registered company number 127906 1. The name of the Company is ATOTECH PLC. 2. The Company is a public company limited by shares. 3. The Company is a par value

Amendment No. 1 to Managing Director Service Agreement by and between Atotech Deutschland GmbH and Peter Frauenknecht, dated as of May 8, 2017

Exhibit 10.7 1st AMENDMENT AGREEMENT TO MANAGING DIRECTOR SERVICE AGREEMENT entered into by and between Peter Frauenknecht and Atotech Deutschland GmbH Erasmusstrasse 20 10553 Berlin Germany - hereinafter referred to as the ?Company? - Art. 1 Moving Cost Art. 4 para. 2 of the managing director service agreement dated April, 7th, 2017 (?Managing Director Service Agreement?) shall be replaced by the

Employment Agreement by and between Atotech Deutschland GmbH and Gertjan van der Wal, dated as of January 28, 2020

Exhibit 10.10 EMPLOYMENT AGREEMENT ANSTELLUNGSVERTRAG entered into by and between zwischen Atotech Deutschland GmbH Erasmusstra?e 20 10553 Berlin ? hereinafter referred to as the ?Company? ? ? nachfolgend die ?Gesellschaft? ? and und Gertjan Willem van der Wal (the Company and Mr. van der Wal together hereinafter referred to as the ?Parties?) (die Gesellschaft und Herr van der Wal nachfolgend zusa

Form of Restricted Share Award Agreement under the Atotech Limited 2020 Incentive Award Plan

Exhibit 10.13 ATOTECH LIMITED 2020 INCENTIVE AWARD PLAN RESTRICTED SHARE GRANT NOTICE Capitalized terms not specifically defined in this Restricted Share Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2020 Incentive Award Plan (as amended from time to time, the ?Plan?) of Atotech Limited (the ?Company?). The Company has granted to the participant listed below (?Participan

Form of Atotech Limited 2020 Employee Share Purchase Plan

Exhibit 10.15 ATOTECH LIMITED 2020 EMPLOYEE SHARE PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this Atotech Limited 2020 Employee Share Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Atotech Limited, a company organized under the laws of the Bailiwick of Jersey (the ?Company?), and its Designated Subsidiaries in acquiring a sh

Employment Agreement by and between Alpha US Bidco, Inc. and Geoff Wild, dated as of March 31, 2017

Exhibit 10.3 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of March 31, 2017 and which shall have retroactive effect from, and including, March 13, 2017 (the ?Effective Date?), is made by and between Alpha US Bidco, Inc. with its registered office located at Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, D

Amendment No. 1 to Consulting Services Agreement

Exhibit 10.18 THIS AGREEMENT is made on 6 March 2020 BETWEEN (1) Alpha US Bidco, Inc. (?Alpha Bidco?); (2) Atotech UK Topco Limited (?Old Atotech?); (3) Atotech Limited (?New Atotech?); and (4) Carlyle Investment Management L.L.C. (the ?Consultant?, together with the Alpha Bidco, Old Atotech and New Atotech the ?parties? and each a ?party?). WHEREAS (A) Alpha Bidco, Old Atotech and the Consultant

Form of Atotech Limited 2020 Incentive Award Plan

Exhibit 10.11 ATOTECH LIMITED 2020 INCENTIVE AWARD PLAN ARTICLE I. BACKGROUND AND PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. In connecti

Amendment No. 1 to Credit Agreement, dated as of May 30, 2018, by and among the Borrowers, the guarantors party thereto, the lenders and other financial institutions and the Agent

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1, dated as of May 30, 2018 (this ?Amendment?), to that certain Credit Agreement, dated as of January 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the ?Credit Agreement?; the Credit Agreement, after giving effect to

Indenture governing the 6.250% Senior Notes due 2025, dated January 31, 2017, among Alpha 3 B.V. and Alpha US Bidco, Inc., as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee

Exhibit 4.1 Execution Version ALPHA 3 B.V. and ALPHA US BIDCO, INC. as Issuers and the Guarantors party hereto 6.250% Senior Notes due 2025 INDENTURE Dated as of January 31, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 45 SECTION 1.3. Rules of Constructio

Indenture governing the 8.750%/9.500% Senior PIK Toggle Notes due 2023, dated May 30, 2018, between Alpha 2 B.V., as Issuer, and Wilmington Trust, National Association, as Trustee

Exhibit 4.3 Execution Version ALPHA 2 B.V. as Issuer 8.750% / 9.500% Senior PIK Toggle Notes due 2023 INDENTURE Dated as of May 30, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 45 SECTION 1.3. Rules of Construction 47 ARTICLE II THE NOTES SECTION 2.1. For

Consent of Director Nominee (Herman H. Chang)

Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form F-1 (the ?Registration Statement?) of Atotech Limited (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement

Consulting Services Agreement

Exhibit 10.16 Consulting Services Agreement CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this Agreement), dated as of 31 January, 2017, is being entered into by and among Alpha US Bidco, Inc., incorporated under the laws of Delaware (registered number 6166321), whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (US BidCo), Atotech UK Top

Credit Agreement, dated as of January 31, 2017, among Alpha 3 B.V., Alpha US Bidco, Inc., Atotech Deutschland GmbH, Atotech S.E.A. Pte Ltd (n/k/a Atotech (Singapore) Chemicals Pte. Ltd.) (collectively, the “Borrowers”), Alpha 2 B.V., the lenders and other financial institutions from time to time party thereto, Bank of China Limited, Shanghai Branch, as redenomination term facilities administrative agent, and Barclays Bank PLC, as administrative agent and collateral agent (the “Agent”)

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT DATED AS OF JANUARY 31, 2017 AMONG ALPHA 3 B.V., AS PARENT BORROWER, ALPHA US BIDCO, INC., AS SUBSIDIARY BORROWER, ATOTECH DEUTSCHLAND GMBH, AS GERMAN BORROWER, ATOTECH S.E.A. PTE LTD., AS SINGAPORE BORROWER, ALPHA 2 B.V., AS HOLDINGS, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND A L/C ISSUER, THE OTHER LENDERS AND L/C ISSUERS PAR

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES January 15, 2020 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Dieg

Consent of Director Nominee (Charles W. Shaver)

Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form F-1 (the ?Registration Statement?) of Atotech Limited (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Legal Name of Subsidiary Jurisdiction Alpha 2 B.V.* The Netherlands Alpha 3 B.V.* The Netherlands Alpha 4 B.V. The Netherlands Alpha 5 B.V. The Netherlands Alpha US Bidco, Inc.* United States Atotech Argentina S.A.* Argentina Atotech Asia Pacific Ltd. Hong Kong Atotech Australia PTY Ltd.* Australia Atotech Beteiligungs und Management GmbH & Co KG Germany

Representation pursuant to Item 8.A.4 of Form 20-F

Exhibit 99.1 Representation to the Securities and Exchange Commission Pursuant to Item 8.A.4 of Form 20-F Atotech Limited (the ?Company?) has included in this Registration Statement on Form F-1 audited financial statements, prepared in accordance with International Financial Reporting Standards, for the year ended December 31, 2016 and the period from January 1, 2017 through January 31, 2017 for A

Consent of Director Nominee (Brian A. Bernasek)

Exhibit 99.2 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form F-1 (the ?Registration Statement?) of Atotech Limited (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement

Powers of Attorney (included in the signature pages to the registration statement)

Table of Contents As filed with the Securities and Exchange Commission on January 15, 2020 Registration No.

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Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on December 30, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHA

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris December 30, 2019 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Via EDGAR Hamburg Seoul Hong Kong Shanghai Securities and Exchange Commission Houston Silico

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Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on December 10, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHA

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris December 10, 2019 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo M

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Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on September 25, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris September 25, 2019 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo

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Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on July 29, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE

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555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris July 29, 2019 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madri

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Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on June 7, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE C