|
|
|
Aviza Technology, Inc.,
a supplier of semiconductor capital equipment and process technologies for the
global semiconductor industry and related markets, and certain of its subsidiaries
have entered into a definitive agreement to sell certain assets to Sumitomo
Precision Products Co., Ltd. ("SPP").
Pursuant to the terms of the agreement, Aviza has agreed to sell to SPP substantially
all of Aviza's assets related to its system, service, parts, spares and
upgrade businesses for batch thermal products and technologies, atmospheric-pressure
chemical vapor deposition ("APCVD") products and technologies, physical
vapor deposition ("PVD") products and technologies, chemical vapor
deposition ("CVD") products and technologies, and plasma etch ("Etch")
products and technologies, as well as its service, parts, spares and upgrade
business for atomic layer deposition ("ALD") products and technologies.
Aviza's headquarters and batch systems manufacturing facilities in Scotts
Valley, California and the property on which they are located are not being
sold to SPP pursuant to the terms of the agreement.
In exchange for these assets, SPP has agreed to pay Aviza a purchase price
comprised of three components:
- approximately $15 million in cash at closing, subject to certain adjustments;
- a recourse promissory note with an aggregate principal amount of $10 million
that will bear interest at the prime rate, will mature 18 months after the
closing date, will be secured by the purchased accounts receivable and inventory
and certain purchased intellectual property, will be subject to mandatory
monthly prepayments of principal to the extent that SPP's collection of accounts
receivable and sales of inventory securing the note, subject to certain adjustments,
exceed $10 million, and will be guaranteed by SPP; and
- a non-recourse promissory note with an aggregate principal amount that
will be finalized after the closing date but which Aviza currently expects
to be approximately $31.5 million that will not bear interest, will mature
18 months after the closing date, will be secured by the purchased accounts
receivable and inventory, and will be subject to mandatory monthly prepayments
of principal to the extent that SPP's collection of accounts receivable and
sales of inventory securing the note, as adjusted, exceed $20 million. On
the maturity date, SPP will have the option of either repaying the outstanding
principal amount of the non-recourse note in full or returning any remaining
uncollected accounts receivable and unsold inventory to Aviza.
SPP has also agreed to assume certain liabilities of Aviza and its subsidiaries,
including the lease for Aviza's facility in South Wales and approximately
$5 million of operating liabilities.
Aviza's board of directors unanimously approved the agreement and the
transactions contemplated by the agreement. The agreement and the closing of
the transactions contemplated by the agreement are subject to the approval of
the United States Bankruptcy Court and other customary closing conditions. Aviza
expects that the proceeds of the transactions will be used to repay the lenders
under its secured credit facility and its unsecured creditors. Aviza does not
expect that the proceeds from the transactions contemplated by the agreement
will be sufficient to pay its unsecured creditors in full, and thus Aviza does
not believe that holders of Aviza's common stock will receive any proceeds
from the transactions contemplated by the agreement.
Posted August 14th, 2009
|
