Veeco Enters into Agreement to Acquire Ultratech

Feb 2, 2017

PLAINVIEW, NY and SAN JOSE, CA -- (Marketwired) -- 02/02/17 --

• Creates a leading equipment supplier to the growing Advanced Packaging industry
• Increases scale and revenue diversification to improve profitability through industry cycles
• Transaction valued at approximately $815 million, expected to be immediately accretive to non-GAAP EPS
• Conference Call at 5:00pm ET today

Veeco Instruments Inc. (NASDAQ: VECO), a global leader of advanced thin film etch and deposition process equipment, and Ultratech, Inc. (NASDAQ: UTEK), a leading supplier of lithography, laser-processing and inspection systems used to manufacture semiconductor devices and LEDs, today announced that they have signed a definitive agreement for Veeco Instruments Inc. ("Veeco") to acquire Ultratech, Inc. ("Ultratech"). The Boards of Directors of both Veeco and Ultratech have unanimously approved the transaction.

ALD is not reported by neither conmpany. One can assume however that ALD is big part of the sector "Scientiffic" ta Ultratech. According to Gartener Ultratech had almost USD 9M in reveue 2015 From the Investor slides given here : LINK

Ultratech shareholders will receive (i) $21.75 per share in cash and (ii) 0.2675 of a share of Veeco common stock for each Ultratech common share outstanding. Based on Veeco's closing stock price on February 1, 2017, the transaction consideration is valued at approximately $28.64 per Ultratech share. The implied total transaction value is approximately $815 million and the implied enterprise value is approximately $550 million, net of Ultratech's net cash balance as of December 31, 2016. Post transaction it is projected that Ultratech shareholders will own approximately 15 percent of the combined company.

Ultratech is a recognized leader of lithography products for Advanced Packaging applications and for LEDs and is a pioneer for laser spike anneal technology used for the production of semiconductor devices. In addition, the company offers wafer inspection solutions leveraging its proprietary coherent gradient sensing (CGS) technology which address a wide variety of semiconductor applications.

"The strategic combination will establish Veeco as a leading equipment supplier in the high growth Advanced Packaging industry. Ultratech's leadership in lithography together with Veeco's Precision Surface Processing (PSP) solutions form a strong technology portfolio to address the most critical Advanced Packaging applications. We believe our complementary end market exposure and customer relationships will create the ideal platform to accelerate growth," said John R. Peeler, Veeco's Chairman and Chief Executive Officer. "Ultratech is a great fit with our strategy to profitably grow our business and diversify our revenue. We expect this transaction to be immediately accretive to adjusted EBITDA and non-GAAP EPS."

Ultratech Chairman and Chief Executive Officer, Arthur W. Zafiropoulo said, "Both companies have a strong heritage of developing innovative and cutting-edge technologies. The combined company will create a formidable team to execute against growth opportunities and deliver significant value to customers and shareholders."

Veeco expects to realize approximately $15 million in annualized run rate synergies within 24 months after closing, to be achieved through increased efficiencies and leveraging the scale of the combined businesses. The combined company is expected to have an efficient balance sheet, benefiting from the deployment of excess cash.

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The transaction is expected to close in the second calendar quarter of 2017, subject to approval by Ultratech shareholders, regulatory approvals in the U.S. and other customary closing conditions.