Orbotech Ltd. today announced the signing of a definitive share purchase agreement to acquire SPTS Technologies Group Limited (“SPTS”), a U.K.-based leading manufacturer of etch, deposition and thermal processing equipment for the microelectronics industry, from European private equity firm Bridgepoint and others.
The combined companies’ comprehensive offering is expected to enable the leading designers of consumer electronics to turn their vision of next generation devices into reality.
SPTS offers an extensive range of manufacturing solutions which set industry standards in the high growth Advanced Packaging and MEMS (micro-electro-mechanical systems) markets. Through this acquisition, Orbotech expects to accelerate the execution of its growth and diversification strategy, and is moving up the electronics value chain. By building on SPTS’ technological and commercial leadership position, Orbotech will be able to offer best-in-class solutions for a broad range of the most demanding micro manufacturing applications. Moreover, the combination will expand Orbotech’s presence in Europe and North America and provide SPTS with a greater reach throughout the Pacific region, particularly in China.
“Orbotech identified Advanced Packaging as a strategic and natural extension of its business into an adjacent high growth market, where SPTS is a recognized technology leader. SPTS benefits from established, long-standing partnerships with major industry players. It is a well-known and highly respected brand with deep domain expertise in those segments in which it operates. Acquiring SPTS allows us to accelerate the expansion into Advanced Packaging, with multiple manufacturing solutions ideally suited for this growing segment”, said Mr. Asher Levy, CEO of Orbotech Ltd. “Orbotech and SPTS are complementary in many ways. By combining the extensive know-how and core assets of both companies we will continue to enhance Orbotech’s portfolio and industry leadership while focusing our efforts on driving profitable growth.”
Mr. Levy concluded, “We look forward to welcoming the SPTS team to Orbotech and capitalizing on the best of both companies for continued success.”
Mr. Kevin Crofton, President and Chief Operating Officer of SPTS, stated: “This is an exceptional opportunity to bring together two proven leaders both operating at the cutting-edge of consumer electronics manufacturing. We share a common vision for our respective markets, including an uncompromising commitment to our customers. Together, we will be a powerhouse of expertise in micro manufacturing, providing a broad solution set of mission-critical capabilities to serve designers and manufacturers across the dynamic electronics industry landscape. We are excited about the opportunity to leverage Orbotech’s strong presence in the Pacific as well as its products and technologies.”
Mr. Christopher Bell, partner at Bridgepoint, said: “Clear market leadership of high growth niches as well as the application of its technology to emerging niches in the microchip industry have made SPTS strategically attractive. With its new shareholder, the business will be well positioned to combine expertise in micro manufacturing to advance further. We wish the team continued success in the future.”
Under the terms of the agreement, Orbotech will acquire SPTS for a total consideration (including repayment or assumption of debt) of approximately $370 million in cash. The acquisition and related costs are expected to be financed through a combination of cash on hand and approximately $300 million in debt financing under a new term loan facility. The acquisition and financing are expected to close during of the third quarter of 2014, each subject to certain closing conditions.
In 2014, under U.K. GAAP and on a standalone basis for the full year, SPTS is expected to generate revenues of approximately $180 million, gross margin of approximately 48% of its revenues, and EBITDA margin of approximately 25% of its revenues. The acquisition of SPTS is expected to be accretive to Orbotech’s non-GAAP earnings immediately after closing. After closing, SPTS’ financial statements will be converted to U.S. GAAP to be consistent with Orbotech’s financial statements.
Based on Orbotech’s and SPTS’s financial condition as of March 31, 2014, Orbotech estimates that post closing, it will have approximately $100 million of cash and cash equivalents on an adjusted basis.
In connection with the transaction, J.P. Morgan is serving as exclusive financial advisor to Orbotech and Jefferies and Ernst & Young are serving as financial advisors to SPTS.
Orbotech will host a conference call today, Monday, July 7, 2014, at 8:30 a.m. EDT solely to discuss the acquisition of SPTS. The dial-in number for the conference call is 1-877-917-6902 (Toll Free) or +1-517-308-9315. The pass code is ORBOTECH. A live web cast of the conference call and replay can also be heard by accessing the investor relations section on Orbotech’s website at www.orbotech.com.
About SPTS Technologies
SPTS Technologies (a Bridgepoint portfolio company) designs, manufactures, sells, and supports etch, PVD, CVD and thermal wafer processing solutions for Advanced Packaging, MEMS, LEDs, high speed RF on GaAs, and power management devices. With manufacturing facilities in Newport, Wales, Allentown, Pennsylvania, and San Jose, California, the company operates across 19 countries in Europe, North America and Asia-Pacific.
Orbotech Ltd. (NASDAQ: ORBK) has been at the cutting edge of the electronics industry supply chain, as an innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products, for over 30 years. The Company is a leading provider of yield-enhancing and production solutions, primarily for manufacturers of printed circuit boards, flat panel displays and other electronic components. Today, virtually every electronic device is produced using Orbotech technology. The Company also applies its core expertise and resources in other advanced technology areas, including character recognition for check and forms processing and solar photovoltaic manufacturing. Headquartered in Israel and operating from multiple locations internationally, Orbotech’s highly talented and inter-disciplinary professionals design, manufacture, sell and service the Company’s end-to-end portfolio of solutions for the benefit of customers the world over. For more information please see the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov. and visit the Company’s corporate website at www.orbotech.com. The corporate website is not incorporated herein by reference and is included as an inactive textual reference only.