 |
Established in 1998, Hermes Microvision Inc.(HMI) has been committed to the research and development of the most advanced E-beam Inspection (EBI) tools and solutions for the leading semiconductor manufacturing fabs. Today, HMI is the leading supplier of EBI tools for both foundry and memory fabs worldwide. Based on our proprietary electron gun and column technologies and highly effective defect inspection algorithms, we deliver multiple product lines, including eScan® Series / ePTM Series / eXplore® Series, for various R&D and production applications.
|
|
 |
|
|
 |
 |
|
 |
| |
| |
| ASML to acquire HMI to enhance Holistic Lithography product portfolio |
 Date: 2016-06-16 Source: HMI |
|
|
|
Media Relations and Investor Relations Contacts are mentioned at the
end of this press release
ASML
to acquire HMI to enhance Holistic Lithography product portfolio
VELDHOVEN, the Netherlands, and HSINCHU, Taiwan, 16 June 2016 – ASML
Holding NV [ASML], a leading provider of lithography systems for the
semiconductor industry, and Hermes Microvision, Inc. (HMI) [3658TT], a
leading supplier of pattern verification systems used for advanced
semiconductor devices, announce that they have entered into an
agreement under which ASML will acquire all outstanding shares of HMI
in a cash transaction valued at about TWD 100 billion (approximately
EUR 2.75 billion at current exchange rates).
The two companies are leaders in their respective fields and are
already developing joint approaches that IC manufacturers can use to
improve yields in the production of the most advanced microchips. The
combination will allow ASML and HMI to further integrate and enhance
their product offering at an accelerated pace.
The transaction, which was unanimously approved by the boards of
directors of ASML and HMI, will entitle each HMI shareholder to receive
TWD 1,410 per share in cash. The price per share reflects a premium of
31 percent over HMIs 30-day volume-weighted average price (VWAP).
“Our over-arching goal is to serve our customers even better and offer
them the tools they need to achieve higher yields at the most advanced
nodes. This acquisition is intended to make a strong product offering
even stronger. Our metrology technologies are complementary, and when
combined offer the chance to significantly improve process control, and
hence yields, for our customers. Our two companies have worked together
for almost two years to see how we could best combine our capabilities,
and found that we could significantly improve this constructive
cooperation and better serve our customer by teaming up as one company.
This also means that we expect enhanced product offerings faster,” said
Peter Wennink, President and Chief Executive Officer at ASML.
The integrated offerings will address the challenges chip makers are
facing as they enter sub-10 nanometer resolutions and 3D integration,
requiring chip manufacturers to apply advanced process control. This
requires very dense, high resolution metrology to measure and control
device performance, whereas 3D integration requires very dense, high
voltage contrast metrology for process control.
HMI has multiple years of e-beam application experience and leadership
in semiconductor factories, focused on high resolution and voltage
contrast imaging. HMI will continue to enhance these technologies and
it will also boost ASML’s holistic lithographic portfolio of 1.
lithography exposure systems, 2. computational lithography and 3.
metrology. Between these three cornerstones ASML offers application
products for process window enhancement, control and detection.
HMI e-beam metrology will deliver accurate patterning information,
which ASML can use to optimize its powerful design and process models,
a cornerstone of ASML’s successful computational lithography business.
In return those models can be used to guide the optical and e-beam
metrology in a cost-effective manner to characterize the most relevant
features on the chip device. Ultimately, this information combined with
ASML modeling will provide the ability to adjust ASML’s scanners
settings for optimal operation in the customers’ factories. Therefore,
the transaction fits very well within ASML’s holistic lithography
strategy.
Furthermore, HMI has pioneered e-beam inspection systems that are
specially designed for mask manufacturers to identify pattern defects
in Extreme Ultraviolet (EUV) resulting from the mask. This will support
the ramp of ASML’s EUV platform, set to be used for volume production
of semiconductors starting in 2018.
“The combination of our two businesses is great news for all of our
stakeholders, including our customers, employees, suppliers and
investors, as it accelerates both companies’ roadmap development. We
intend to continue to invest and grow HMI’s business at our two
existing locations in Taiwan, where we already employ around 350
people. The transition to sub-10 nm logic nodes and the ramp of advanced memory devices require
innovation, and we look forward to continuing to help our customers
make it a success, now by offering HMI and ASML technologies,” said
Jack Jau, Chief Executive Officer at HMI.
Future customer requirements for better control of ever denser patterns
at finer chip resolutions will drive product development of the
integrated company for more advanced and faster e-beam systems. ASML
and HMI expect that together they will be able to serve a significant
portion of this fast-growing market.
The transaction is expected to close in the fourth quarter of 2016 and
is subject to customary closing conditions, including review by
Taiwanese, U.S. and international regulators. Closing is also subject
to approval by HMIs shareholders. Hermes-Epitek Corporation (HEC) and
certain affiliates, as well as certain officers of HMI, currently own
approx. 48% of HMI shares in total and have entered into agreements
with ASML pursuant to which they have agreed to vote in favor of, and
otherwise support, the transaction.
As part of the transaction, HEC and certain HMI officers have also
agreed to (re)invest in ASML part of the proceeds to be received by
them from selling their HMI shares in the transaction, underscoring
their belief in the strategic rationale for the transaction and their
commitment to the combined businesses going forward. Accordingly, ASML
expects to issue a total number of 5.9 million ASML shares
(corresponding to approx. 1% of ASML shares currently outstanding) at a
subscription price of TWD 3,106 per share (equivalent to EUR 85.24, for
an aggregate value of approximately EUR 500 million)¹. The newly issued
ASML shares will be subject to a minimum holding period of two and a
half years.
ASML expects to finance the acquisition of HMI with approximately EUR
1.5 billion of debt, approximately EUR 500 million of ASML equity to be
purchased by HEC and the relevant HMI officers as noted above, and the
remainder from available cash.
Excluding non-cash purchase price accounting adjustments, the
transaction is expected to be accretive to ASMLs EPS immediately.
Further information
ASML will further elaborate in its upcoming results earnings call and
is also planning to hold an investor day on 31 October 2016 in New York
City at which additional discussion of this acquisition will take place.
About ASML
ASML is one of the world’s leading manufacturers of chip-making
equipment. Our vision is to enable affordable microelectronics that
improve the quality of life. To achieve this, our mission is to invent,
develop, manufacture and service advanced technology for high-tech
lithography, metrology and software solutions for the semiconductor
industry. ASML’s guiding principle is continuing Moores Law towards
ever smaller, cheaper, more powerful and energy-efficient
semiconductors. This results in increasingly powerful and capable
electronics that enable the world to progress within a multitude of
fields, including healthcare, technology, communications, energy,
mobility, and entertainment. We are a multinational company with over
70 locations in 16 countries, headquartered in Veldhoven, the
Netherlands. We employ close to 15,000 people on payroll and flexible
contracts (expressed in full time equivalents). ASML is traded on
Euronext Amsterdam and NASDAQ under the symbol ASML. More information
about ASML, our products and technology, and career opportunities is
available on: www.ASML.com
About HMI
Established in 1998, HMI has been committed to the research and
development of the most advanced E-beam Inspection (EBI) tools and
solutions for the leading semiconductor manufacturing fabs. Today, HMI
is the leading supplier of EBI tools for both foundry and memory fabs
worldwide. Based on our proprietary electron gun and column
technologies and highly effective defect inspection algorithms, we
deliver multiple product lines, including eScan® Series / ePTM Series /
eXplore® Series, for various R&D and production applications.
The e-beam system used by HMI is ideally positioned for sub-10 nm logic
nodes, because of e-beam’s ability to see in great detail even the
tiniest features on these very advanced chips.
ASML Media Relations contacts:
Veldhoven, Netherlands: Niclas Mika: +316 2015 2863
San Jose, United States: Lucas van Grinsven +316 1019 9532
San Diego, United States: Brittney Wolff Zatezalo +1 408 4833 207
Hsinchu, Taiwan: Karen Lo +886 93978 8635
ASML Investor Relations contacts:
Veldhoven, Netherlands: Craig DeYoung: +1 939 788 635 and Marcel Kemp
+316 1385 0960
Wilton (CT), United States: Pete Convertito: +1 203 919 1714
Kansas City (KS), United States: Skip Miller: +1 480 235 0934
HMI contact:
Investor Relations, Leila Chen +886 3666 9229 Ext. 5161
Regulated Information
This press release constitutes regulated information within the meaning
of the Dutch Financial Markets Supervision Act (Wet op het financieel
toezicht).
Important Notice
The referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”) or
any applicable state securities laws, and, unless so registered, may
not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable
securities laws.
Forward Looking Statements
This document contains statements relating to certain projections and
business trends that are forward-looking, including statements with
respect to the acquisition of HMI by ASML, the expected benefits of the
acquisition of HMI by ASML, including enhancement of ASML’s existing
product portfolio, improvement in ASML and HMI’s metrology technologies
and support of EUV technologies, the benefits of the acquisition to
ASML’s holistic lithography strategy, expected trends in holistic
lithography, expected sales in holistic lithography,expected timing of EUV volume production, the timing of closing of the
acquisition, the issuance of ASML shares pursuant to the transaction,
the financing of the acquisition and the impact of the acquisition on
ASML’s earnings per share. You can generally identify these statements
by the use of words like "may", "will", "could", "should", "project",
"believe", "anticipate", "expect", "plan", "estimate", "forecast",
"potential", "intend", "continue" and variations of these words or
comparable words. These statements are not historical facts, but rather
are based on current expectations, estimates, assumptions and
projections about the business and our future financial results and
readers should not place undue reliance on them. Forward-looking
statements do not guarantee future performance and involve risks and
uncertainties. These risks and uncertainties include, without
limitation, the inability to obtain HMI shareholder and regulatory
approval of the transaction, the satisfaction of other conditions to
the closing of the transaction, the possibility that the length of time
necessary to consummate this transaction may be longer than
anticipated, the achievement of the expected benefits of the
transaction, risks associated with integrating the businesses of ASML
and HMI, the possibility that the businesses of ASML and HMI may suffer
as a result of uncertainty surrounding the proposed transaction, the
expected developments in metrology technologies, the anticipated effect
of this transaction on ASML’s earnings per share, the development of
the holistic lithography market, and other risks indicated in the risk
factors included in ASMLs Annual Report on Form 20-F and other filings
with the US Securities and Exchange Commission. These forward-looking
statements are made only as of the date of this document. ASML and HMI
do not undertake any obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or
otherwise.
Footnote 1:
Based on the VWAP for the 30 trading days on Euronext
Amsterdam up to and including 13 June 2016 and the prevailing EUR/TWD
exchange rate on 13 June 2016.
|
|
 |
|
