Ceradyne, Inc. to Acquire SemEquip, Inc.
July 09 2008 - 7:30AM
Business Wire
Ceradyne, Inc. (Nasdaq: CRDN) announced today that it has signed a
definitive Agreement and Plan of Merger to acquire SemEquip, Inc.
for approximately $25 million in cash at closing, plus contingent
payments of up to $100�million during the 15-year period following
completion of the merger based upon revenues achieved over that
period by SemEquip. A portion of the closing date consideration and
the contingent consideration to be paid by Ceradyne relates to a
pre-closing commitment by SemEquip to pay incentive compensation to
several of its employees and advisors. This incentive compensation
will not increase the total consideration Ceradyne will pay for the
acquisition, but it will require Ceradyne to record a pre-tax
accounting charge estimated to be in the range of $9 million to $11
million in the quarter during which the acquisition is completed.
Privately held SemEquip, Inc., based in North Billerica,
Massachusetts, is a leader in the development of cluster ion
implantation sub-systems and advanced ion source materials for the
manufacture of logic and memory chips. SemEquip has a significant
patent portfolio related to the use of cluster chemicals in
semiconductor ion implantation. SemEquip's technologies enable the
utilization of cluster beam ion implantation for manufacturing the
world's most advanced integrated circuits at the lowest cost and
highest throughput. This acquisition will expand Ceradyne Boron
Products' business and will significantly extend Ceradyne�s market
opportunity in the semiconductor industry. Ceradyne acquired
Ceradyne Boron Products, LLC (formerly EaglePicher Boron, LLC) in
August 2007. Ceradyne Boron Products mainly produces the boron
isotopes 10B and�11B. The boron isotope 11B (Enriched Boron) is
used as a "doping" agent in semiconductor processes where
ultra-high-purity isotopic boron is required. This growing market
currently accounts for approximately 40% of Ceradyne Boron
Products� sales. Enriched Boron is the key isotope used to
manufacture the B18H22 �cluster boron� molecule that SemEquip�s
cluster ion beam implantation systems use to achieve
next-generation performance in semiconductor ion implantation.
B18H22 and related Cluster Chemicals will be manufactured by our
Ceradyne Boron Products facility in Quapaw, Oklahoma. David Reed,
Ceradyne's President North American Operations, commented: �The
SemEquip acquisition follows the model we have successfully used in
the past; that is, the vertical integration of raw material to
final product. Ceradyne Boron Products, a 2007 acquisition, will
produce the elemental boron for the Cluster Boron molecule and
elemental materials for additional proprietary molecular products
for SemEquip. A similar strategy was incorporated in the 2004 ESK
Ceramics acquisition where ESK Ceramics produces the Boron Carbide
powder for Ceradyne�s U.S. armor operations, and again in the 2007
acquisition of Minco, where Minco produces the high-purity fused
silica powder for use in Ceradyne�s photovoltaic solar ceramic
crucibles.� Michael Kraft, Ceradyne�s Vice President of Nuclear and
Semiconductor Business Units, added: �SemEquip leverages Ceradyne
Boron Products� technology, complements our existing semiconductor
business, and advances Ceradyne�s strategy to grow commercial
revenues through acquiring advanced materials businesses that have
high-margin, recurring revenue streams that serve high-growth
markets.� The closing is anticipated in approximately 30 days,
pending approval by SemEquip�s shareholders. Upon completion of
this acquisition, management will conduct a conference call to
discuss SemEquip�s business and its strategy in further detail.
Ceradyne develops, manufactures, and markets advanced technical
ceramic products and components for defense, industrial,
automotive/diesel, and commercial applications. Additional
information about the Company can be found at www.ceradyne.com.
Except for the historical information contained herein, this press
release contains forward-looking statements regarding future events
and the future performance of Ceradyne that involve risks and
uncertainties that could cause actual results to differ materially
from those projected. Words such as "anticipates," "believes,"
"plans," "expects," "intends," "future," and similar expressions
are intended to identify forward-looking statements. These risks
and uncertainties are described in the Company's Annual Report on
Form 10-K for the fiscal year ended dated December 31, 2007 and its
Quarterly Reports on Form 10-Q as filed with the U.S. Securities
and Exchange Commission.
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