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Credence Announces Definitive Agreement to Acquire NPTest
MILPITAS, Calif. and SAN JOSE, Calif., Feb. 23 /PRNewswire-FirstCall/ --
Credence Systems Corporation , a leading provider of design-to-test solutions
for the worldwide semiconductor industryand NPTest Holding Corporation , a
leading provider of test and diagnostic products, today announced that they have
entered into a definitive agreement pursuant to which Credence would acquire
NPTest. Together, the companies will form the world's premier pure play capital
equipment manufacturer in Non-DRAM semiconductor test.
The acquisition will be a combined stock-for-stock and cash transaction valued
at approximately $660 million and is expected to be neutral to
earnings-per-share for the first combined quarter, i.e. Credence's fourth fiscal
quarter, and accretive in fiscal year 2005. The board of directors of each
company has unanimously approved the agreement.
"We believe that NPTest's high-performance product capabilities combined with
Credence's cost-of-test leadership will provide our customers with an
unparalleled set of solutions from design-to-production test," said Dr. Graham
Siddall, Credence chairman and chief executive officer. "Our combination of
technology and infrastructure resources creates a new, top-tier test company
that can meet the most demanding performance and cost-of-test requirements of
its customers."
"Credence's established market presence and leading sales, distribution and
support organization will enable us to more quickly and effectively meet our
customers' requirements," said Ashok Belani, NPTest president and chief
executive officer. "Credence has significant competitive products and
technologies, particularly in the flash, mixed-signal and wireless segments.
Combined with our strength in high-end, high-performance markets, we look
forward to creating a new industry leader."
With the acquisition of NPTest, Credence expands its product portfolio to
include high-end SoC, mixed-signal, RF, flash and automotive test systems.
Additionally, with a full suite of debug, characterization and validation tools,
Credence is the only ATE company to offer a complete design-to-test portfolio.
Dr. Graham Siddall will continue to serve as Credence's Chairman and Chief
Executive Officer. Ashok Belani will assume the role of Vice Chairman of
Credence. Dipanjan Deb of Francisco Partners and Ashok Belani will join
Credence's current Board of Directors.
Terms of the Agreement
Under the terms of the agreement, Credence will acquire NPTest in a combined
stock-for-stock and cash transaction valued at approximately $660 million based
on the closing price of Credence stock on February 20, 2004. Each NPTest common
share outstanding as of the closing date will be converted into the right to
acquire 0.80 shares of Credence common stock and $5.75 in cash. The acquisition
is intended to be accounted for as a purchase transaction. The transaction is
subject to various closing conditions, including approval by Credence and NPTest
stockholders and expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act. Credence anticipates the acquisition will close in
its third fiscal quarter and expects to realize approximately $25 million in
synergies inits fiscal year 2005.
UBS Investment Bank acted as exclusive financial advisor to Credence and Credit
Suisse First Boston and Citigroup acted as financial advisors to NPTest.
Conference Call
A conference call will be held this morning at 7:00 a.m. PST to discuss this
transaction. Participants will include Dr. Graham Siddall, Credence's chairman
and chief executive officer and Mr. Ashok Belani, NPTest president and chief
executive officer. Credence is also scheduled to present at the Goldman Sachs
Technology Investment Symposium this week from February 23-25, 2004 in Phoenix,
Arizona.
The call-in number is:
Domestic: 1-800-901-5241 Passcode: 87991176
International: 1-617-786-2963 Passcode: 87991176
Please call ten minutes prior to the scheduled start time. The conference call
will also be broadcast simultaneously over the Internet. Please visit
http://www.credence.com/ to access the call. If you have any questions or
comments, please contact Brian Sereda at 408-635-4333.
About Credence
Credence Systems Corporation is changing the future of semiconductor production
by integrating test solutions throughout the design, validation and production
processes. A leader in the manufacture of automated test equipment (ATE) for the
global semiconductor industry, Credence offers a wide range of systems for the
test of analog, digital, non-volatile memory, mixed-signal, SoC, and wireless
semiconductor devices typical in today's automobile, portable computing,
consumer and communications products. Credence and its subsidiaries also provide
test program development and debug software, engineering validation test
solutions, and advanced photon probing technology that enable faster
time-to-market with lower total cost-of-test. Headquartered in Milpitas,
California, the company is an ISO 9001 certified manufacturer and maintains
advanced production and design facilities in Hillsboro, Oregon. More information
is available at http://www.credence.com/ .
About NPTest
NPTest designs, develops and manufactures advanced semiconductor test and
diagnostic systems and provides related services for the semiconductor industry.
NPTest customers include integrated device manufacturers, foundries, fabless
companies and assembly and test subcontractors worldwide. NPTest products and
services enable companies to bring their increasingly complex integrated
circuits, or ICs, to market faster at lower cost and without compromising IC
quality. The NPTest business traces its history back to 1965 when Fairchild
Semiconductor established an automated test equipment division. NPTest is
headquartered in San Jose, California, USA. Additional information is available
at http://www.nptest.com/.
Forward-Looking Statements
This document contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements.
For example, statements of expected synergies, accretion, timing of closing,
customer solutions and industry leadership are all forward-looking statements.
Risks, uncertainties and assumptions include the possibility that the market for
the sale of certain products and services may not develop as expected; that
development of these products and services may not proceed as planned; that the
merger does not close or that the companies may be required to modify aspects of
the transaction to achieve regulatory approval; or that, prior to the closing of
the proposed merger, the businesses of the companies suffer due to uncertainty;
that the parties are unable to successfully execute their integration strategies
or achieve planned synergies; other risks that are described from time to time
in Credence and NPTest's Securities and Exchange Commission reports (including
but not limited to Credence's annual report on Form 10-K for the year ended
October 31, 2003 and NPTest's Form S-1 filed on December 4, 2003, and
subsequently filed reports). If any of these risks or uncertainties materializes
or any of these assumptions proves incorrect, Credence's or NPTest's results
could differ materially from Credence's or NPTest's expectations in these
statements. Credence and NPTest assume no obligation, or do not intend, to
update these forward-looking statements.
Additional Information and Where to Find It
Credence and NPTest will file a joint proxy statement/prospectus with the SEC in
connection with the proposed merger. Investors and security holders are urged to
read the joint proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. Investors and security holders will be able to obtain these
documents free of charge at the website maintained by the SEC at
http://www.sec.gov/. In addition, documents filed with the SEC by Credence are
available free of charge by contacting Credence Investor Relations, 1421
California Circle, Milpitas, California 95035, 408-635-4300, and documents filed
with the SEC by NPTest are available free of charge by contacting NPTest
Investor Relations, 150 Baytech Drive, San Jose, California 95134,
408-586-8200.
Participants in Solicitation
Credence and NPTest, and their respective directors, executive officers and
other possible employees and advisors, may be deemed to be participants in the
solicitation of proxies from the stockholders of Credence and NPTest in
connection with the merger and related items. Information regarding the
directors and executive officers of Credence and their ownership of Credence
shares is set forth in the proxy statement for Credence's 2004 annual meeting of
shareholders, which was filed with the SEC on February 23, 2004. Information
regarding the directors and executive officers of NPTest and their ownership of
NPTest stock is set forth in NPTest's Form S-1, which was filed with the SEC on
December 4, 2003. Investors may obtain additional information regarding the
interests of those participantsby reading the proxy statement/prospectus when
it becomes available.
NOTE: Credence is a registered trademark, and Credence Systems is a trademark
of Credence Systems Corporation. Other trademarks that may be mentioned in this
release are the intellectual property of their respective owners.
Credence Contact: Media Contact:
Judy Dale Tom Morrow
Senior Director, Marketing Communications Senior Vice President,
Global Business
Credence Systems Corporation e21corp
+1-408-635-4309 or +1-510-226-6780, ext. 157 or
+1-408-635-4986 fax +1-510-226-9902 fax
NPTest Contact:
Colin Ritchie
Director, Investor Relations
NPTest Corporation
+1-408-586-6740 or +1-408-586-4684 fax
DATASOURCE: Credence Systems Corporation
CONTACT: Judy Dale, Senior Director, Marketing Communications of
Credence Systems Corporation, +1-408-635-4309, or fax, +1-408-635-4986, or
; or media, Tom Morrow, Senior Vice President, Global
Business of e21corp, +1-510-226-6780, ext. 157, or fax, +1-510-226-9902, or
, for Credence Systems Corporation; or Colin Ritchie,
Director, Investor Relations of NPTest Corporation, +1-408-586-6740, or fax,
+1-408-586-4684, or
Web site: http://www.nptest.com/
Web site: http://www.credence.com/