Combination makes Applied Materials the leader in high-growth
equipment market for advanced packaging of chips for mobile devices
Strengthens Applied’s opportunity in the memory industry’s
conversion to copper
Live conference call and webcast today at 5:30 a.m. Pacific
Standard Time
SANTA CLARA, Calif. & KALISPELL, Mont.--(BUSINESS WIRE)--Nov. 17, 2009--
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.
Conference Call and Webcast
Applied Materials and Semitool will discuss the announcement on a
webcast and conference call today beginning at 5:30 a.m. Pacific Time,
8:30 a.m. Eastern Time. The webcast and webcast replay will be
accessible at the Applied Materials website at www.appliedmaterials.com.
The conference call phone number is 1-877-356-9175, international
1-706-679-3949, ID 41917169. A conference call replay will be available
from 12:00 p.m. Pacific Time today until Dec. 1. The replay phone number
is 1-800-642-1687, international 1-706-645-9291, ID 41917169.
Safe Harbor Statement.
This press release contains forward-looking statements, including those
relating to Applied’s anticipated acquisition of Semitool and expected
benefits of the transaction, such as technology leadership, improved
product capabilities, and expanded growth opportunities. Forward-looking
statements may contain words such as “expect,” “believe,” “may,” “can,”
“should,” “will,” “forecast,” “anticipate” or similar expressions, and
include the assumptions that underlie such statements. These statements
are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those stated or implied,
including but not limited to: the risk that the transaction will not be
consummated in a timely manner or at all if, among other things, fewer
than 66 2/3 percent of the shares of Semitool common stock are tendered,
clearances under the Hart-Scott-Rodino Antitrust Improvements Act or the
antitrust laws of Germany are not obtained, or other closing conditions
are not satisfied; the successful integration and performance of the
acquired business; unknown, underestimated or undisclosed commitments or
liabilities; the effectiveness of internal controls; the level of demand
for nanomanufacturing technology products, which is subject to many
factors, including uncertain global economic and industry conditions,
the duration and severity of the current downturn, business and consumer
spending, demand for electronic products and integrated circuits, and
customers’ utilization rates and capacity requirements; Applied’s
ability to (i) realize synergies expected to result from the
acquisition, (ii) successfully commercialize purchased technologies,
(iii) develop, deliver and support a broad range of products, expand its
markets, and develop new markets, (iv) attract, motivate and retain key
employees, and (v) obtain and protect intellectual property rights in
key technologies; and other risks described in Applied’s and Semitool’s
filings with the U.S. Securities and Exchange Commission (SEC). All
forward-looking statements are based on managements’ estimates,
projections and assumptions as of the date hereof, and neither Applied
nor Semitool assume any obligation to update any such statement.
About Applied Materials
Applied Materials (Nasdaq:AMAT) is the global leader in
Nanomanufacturing Technology™ solutions with a broad portfolio of
innovative equipment, services and software products for the fabrication
of semiconductor chips, flat panel displays, solar photovoltaic cells,
flexible electronics and energy-efficient glass. At Semitool, we apply
Nanomanufacturing Technology to improve the way people live. Learn more
at www.appliedmaterials.com.
About Semitool
Semitool designs, manufactures and supports highly engineered,
multi-chamber, single-wafer and batch wet chemical processing equipment
used in the fabrication of semiconductor devices. The company’s primary
suites of equipment include electrochemical deposition systems for
electroplating copper, gold, solder and other metals; surface
preparation systems for cleaning, stripping and etching silicon wafers;
and wafer transport container cleaning systems. The company’s equipment
is used in semiconductor fabrication front-end and back-end processes,
including wafer-level packaging.
Headquartered in Kalispell, Montana, Semitool maintains sales and
support centers in the United States, Europe and Asia. The company’s
stock trades on the Nasdaq National Market under the symbol SMTL. For
more information, please visit the company’s website at www.semitool.com.
Additional Information and Where to Find It
This announcement is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell, shares of
Semitool. Holders of shares of Semitool are urged to read the relevant
tender offer documents when they become available because they will
contain important information that holders of Semitool securities should
consider before making any decision regarding tendering their
securities. At the time the offer is commenced, Applied Materials and
its acquisition subsidiary will file tender offer materials with the
SEC, and Semitool will file a Solicitation/Recommendation Statement with
respect to the offer. The tender offer materials (including an Offer to
Purchase, a related Letter of Transmittal and certain other offer
documents) and the Solicitation/Recommendation Statement will contain
important information that should be read carefully before any decision
is made with respect to the tender offer. The Offer to Purchase, the
related Letter of Transmittal and certain other offer documents, as well
as the Solicitation/Recommendation Statement, will be made available to
all holders of shares of Semitool at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will be
made available for free at the SEC’s web site at www.sec.gov.
Free copies of these documents may also be obtained by mailing a request
to the information agent for the tender offer, Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New
York 10022; by calling toll free at (877) 687-1875 (shareholders) or
collect at (212) 750-5833 (banks and brokers); and at www.appliedmaterials.com
and www.semitool.com.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Semitool and Applied Materials
file annual and special reports and other information with the SEC. You
may read and copy any reports or other information filed by Applied or
Semitool at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Applied Materials’ and
Semitool’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by
the SEC at http://www.sec.gov.
Source: Applied Materials, Inc.
Applied Materials
David Miller, 408-563-9582
(business media)
Betty Newboe, 408-563-0647 (technical media)
Michael
Sullivan, 408-986-7977 (financial community)
or
Semitool
Rich
Hegger, 406-758-7534
