Aug 14 2009
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.