Lam Reaches Out for Novellus - Analyst Blog
December 15 2011 - 7:36AM
Zacks
Lam Research Corp (LRCX) will be buying
Novellus Systems Inc (NVLS) for $3.3 billion in
exchange for its shares. Specifically, Novellus shareholders will
get 1.125 shares of Lam stock for each Novellus share, or roughly a
28.0% premium based on Lam’s closing prices yesterday.
The agreement gives Lam shareholders a 59% share of the combined
entity, which will continue to be called Lam Research Corp. The
remaining 41% will go to Novellus shareholders.
Lam will also spend around $1.6 billion for share repurchases
over the next year utilizing the existing domestic cash balances of
both companies. This system is more beneficial for Novellus
shareholders, as it makes the distribution tax-free. It is also
positive for Lam, since it would not have to fork out any cash
right away (as could have been the case if it was a cash-and-stock
purchase).
The financial advisors for Lam and Novellus were Goldman
Sachs (GS) and Bank of America Corp
(BAC), respectively.
Why It Makes Sense
The transaction, which is expected to close in the second
quarter of 2012 subject to statutory closing conditions and
shareholder approval of both companies, is a no-brainer, since the
companies complement each other in many respects.
Most importantly, they sell complementary front-end equipment.
Novellus specializes in thin-film deposition and surface
preparation equipment, while Lam is a leading provider of etching
and cleaning equipment.
Semiconductor manufacturing refers to the deposition of several
layers of materials on a silicon wafer in specific patterns using
photomasks, or reticles (held down like a stencil). However,
after the deposition of each layer, the excess material deposited
is etched (or “cleaned”) away and the remaining material is exposed
in a manner that changes the chemical properties of the wafer.
Therefore, after the merger, Lam’s product line would be
considerably broader, taking care of a greater portion of key
semiconductor manufacturing processes.
Combining resources would also be beneficial for the R&D
teams, which could put their heads together to develop solutions
for 450mm wafers and three dimensional chip architectures. A focus
on advanced technologies is a must in the current environment,
where newer generations of computing devices and phones are
increasing chip complexities, while growing demand from emerging
countries is a constant pressure to lower costs.
Naturally, the combination would also enable significant
cross-selling opportunities for both Novellus and Lam sales teams,
helping to drive penetration at existing customer accounts.
In addition to these advantages, the merged company would be
able to eliminate $100 million in costs a year (starting from the
fourth quarter of 2013). The companies have also stated that the
transaction would be accretive to non GAAP earnings within the
first year after the deal closes.
Lam’s competitive position also improves, with the company now
moving to the fourth spot among semi equipment makers, behind
Applied Materials (AMAT), Tokyo Electron and
ASML Holding NV (ASML).
Consolidations Galore
There have been a number of big consolidations in the
semiconductor sector in recent times and we are reminded of Applied
Material’s acquisition of Varian Semiconductor and Texas
Instruments’ (TXN) takeover of National Semiconductor.
We think that the primary concern for semiconductor companies is
the uncertain economic climate and weak consumer spending that has
increased the need for cost control. For example, in the last
reported quarter, Lam and Novellus saw their profits shrinking 63%
and 30%, respectively. The fact that this concern has also kept a
lid on prices is a bonus, because it means that acquiring companies
have to pay relatively less.
For equipment makers, the outlook is decidedly murky, with
Gartner projecting a 23% decline in wafer fabrication equipment in
2012, following an expected 10% increase this year.
To Summarize
Lam and Novellus have entered into a mutually beneficial
agreement in particularly trying times. We believe that the deal
makes sense because synergies look significant right now. Also,
considering the fact that the premium is not too high, Lam
shareholders are likely to approve.
The fact that it is a tax-free distribution is likely to appeal
to Novellus shareholders. Since the combined entity strengthens
competition, legal hurdles are also likely to be limited.
Therefore, the deal should go through smoothly.
Both Lam Research and Novellus have a Zacks rank of #3,
translating into a Hold rating in the near term (1-3 months).
APPLD MATLS INC (AMAT): Free Stock Analysis Report
ASML HOLDING NV (ASML): Free Stock Analysis Report
BANK OF AMER CP (BAC): Free Stock Analysis Report
GOLDMAN SACHS (GS): Free Stock Analysis Report
LAM RESEARCH (LRCX): Free Stock Analysis Report
NOVELLUS SYS (NVLS): Free Stock Analysis Report
TEXAS INSTRS (TXN): Free Stock Analysis Report
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