Applied Materials,
Inc. (Nasdaq:AMAT) and Semitool, Inc. (Nasdaq:SMTL) today announced a definitive
agreement for Applied to acquire the outstanding shares of Semitool for $11
per share in an all-cash tender offer.
The acquisition makes Applied the equipment leader in two fast-growing segments:
advanced packaging and the memory industry’s conversion to copper. The
combination enables Applied to serve its customers with a broader range of products
and expands the company’s reach to a new set of customers in the semiconductor
packaging industry.
“The semiconductor industry recovery is being fueled by global demand
for mobile devices such as smart phones, notebook PCs and portable media players
for music, gaming and books,” said Mike Splinter, chairman and CEO of
Applied Materials. “With this acquisition, Applied will help the world’s
leading chip makers create ever-smaller and more powerful devices.”
“Applied Materials and Semitool have a strong track record of collaborating
to develop equipment solutions for leading chip makers,” said Randhir
Thakur, senior vice president and general manager of Applied’s Silicon
Systems Group. “Together with Semitool’s people and products, we
can help the industry move to smaller form factors and faster, lower power chips.”
“As part of Applied Materials, we can accelerate the global adoption
of the technologies Semitool has developed,” said Ray Thompson, chairman
of Semitool. “With this agreement, we are providing our employees with
a strong future and our stockholders with exceptional value.”
Headquartered in Kalispell, Mont., Semitool is a leading supplier of electrochemical
plating and wafer surface preparation equipment used by chip packaging and chip
making companies around the world.
Under terms of an agreement approved by the boards of directors of both companies,
Applied Materials will pay an aggregate purchase price of approximately $364
million based on the fully diluted capitalization of Semitool. The acquisition
will be conducted pursuant to a tender offer for all of the outstanding shares
of Semitool and is conditioned on the tender of at least 66 2/3 percent of Semitool’s
outstanding stock on a fully-diluted basis and other customary closing conditions
including regulatory approval. Directors and executive officers of Semitool
holding approximately 32 percent of Semitool’s outstanding common stock
have entered into agreements to tender their shares. Applied expects to commence
the tender offer promptly and expects the offer to close by the end of calendar
2009. Following completion of the tender offer, Applied will acquire any remaining
shares of Semitool through a second-step merger at the same price paid in the
tender offer. Semitool will be operated as a business unit of Applied’s
Silicon Systems Group.
.gif)