Advanced Energy Industries, Inc. (Nasdaq: AEIS), a global leader in
innovative power and control technologies, today announced the
signing of an agreement to acquire LumaSense Technologies Holdings,
Inc., based in Santa Clara, California. This acquisition adds a
line of photonic based measurement and monitoring solutions that
are highly synergistic and complementary to Advanced Energy’s line
of pyrometry based temperature measurement products (SekidenkoTM).
LumaSense, a leader in the photonic based measurement and
monitoring industry, develops and manufactures products that
deliver advanced sensing technology to detect, measure, and analyze
process conditions in power-intensive industries including
semiconductors, industrial materials processing, energy and
environmental applications. This technology enables customers to
better control critical parameters of thermal and material
processes to achieve predictable, reproduceable and sustainable
results and improvements in process efficiency and waste
reduction.
"The advanced measurement technologies from LumaSense will allow
us to expand our sales in core semiconductors and thin film
applications and broaden our exposure to a growing set of
industrial applications for material processing and power
management,” said Yuval Wasserman, president and CEO of Advanced
Energy.
Specifically, the acquisition will:
- Expand AE’s current electrostatic chuck solutions, including
high voltage power supply and electrostatic metrology, with newly
added LumaSense’s Fluoroptic® temperature measurement
- Complement AE’s leading pyrometry solutions (e.g. Sekidenko)
with additional fiber optic thermometry for an extended range of
semiconductor applications in etch and deposition
- Provide AE with a robust set of solutions for industrial
pyrometry
- Add new integrated industrial temperature control and metrology
applications in both thin films coating and thermal processing
“We see many synergies in our combined global organizations and
complementary technical strengths that will benefit our
semiconductor and industrial customers.” “The combined capabilities
of photonic based metrology and precision power delivery will offer
unmatched process control capabilities,” added Wasserman.
“We are excited to join the Advanced Energy family and believe
the combined company will enable us to deliver more innovative
products and solution synergies to both LumaSense and Advanced
Energy customers around the world, further cementing AE’s position
as the global leader in innovative power control technology,” said
Steve Abely, CEO of LumaSense.
Under the terms of the Merger Agreement, the shareholders of
LumaSense will receive cash in the aggregate amount of $85 million
on a debt free basis, subject to separate cash and working capital
adjustments. The closing of the merger is subject to customary
closing conditions, including the approval of German competition
authorities. The transaction is expected to close late in the third
quarter. Revenues for LumaSense in 2017 were approximately $60
million and the transaction is expected to be immediately accretive
on a non-GAAP basis. The company will provide additional
information regarding forward-looking expectations at its earnings
release.
About Advanced Energy
Advanced Energy (Nasdaq: AEIS) is a global leader in innovative
power and control technologies for high-growth, precision power
solutions for thin films processes and industrial applications.
Advanced Energy is headquartered in Fort Collins, Colorado, with
dedicated support and service locations around the world. For more
information, visit: www.advanced-energy.com
LumaSense Technologies, Inc.
LumaSense Technologies, Inc., is one of the world’s most trusted
providers of innovative temperature and gas sensing devices. By
applying LumaSense’s proven systems and software, customers in
Global Energy, Industrial Materials, and Advanced Technologies are
able to reduce waste and inefficiency in their processes. For more
information, visit www.lumasenseinc.com
For more information, contact:
Paul
OldhamAdvanced Energy Industries, Inc.(970)
407-6615paul.oldham@aei.com |
Rhonda
BennettoAdvanced Energy Industries, Inc.(970)
407-6555ir@aei.com |
Non-GAAP Measures
Advanced Energy’s non-GAAP measures exclude the impact of
non-cash related charges such as stock-based compensation and
amortization of intangible assets, as well as non-recurring items
such as acquisition-related costs. Such non-GAAP measures are not
in accordance with, or an alternative for, similar measures
calculated under generally accepted accounting principles and may
be different from non-GAAP measures used by other companies. In
addition, non-GAAP measures are not based on any comprehensive set
of accounting rules or principles. Advanced Energy believes that
non-GAAP measures provide useful information to management and
investors to evaluate business performance without the impacts of
certain non-cash charges and other charges which are not part of
the company’s usual operations. Advanced Energy uses non-GAAP
measures to assess performance against business objectives, make
business decisions, develop budgets, forecast future periods,
assess trends and evaluate financial impacts of various scenarios.
In addition, management's incentive plans include non-GAAP measures
as criteria for achievements. Advanced Energy believes that
non-GAAP measures, in combination with its financial results
calculated in accordance with GAAP, provide investors with
additional perspective. While some of the excluded items may be
incurred and reflected in the Advanced Energy’s GAAP financial
results in the foreseeable future, the company believes that the
items excluded from certain non-GAAP measures do not accurately
reflect the underlying performance of its continuing operations for
the period in which they are incurred. The use of non-GAAP measures
has limitations in that such measures do not reflect all of the
amounts associated with the company’s results of operations as
determined in accordance with GAAP, and these measures should only
be used to evaluate the company’s results of operations in
conjunction with the corresponding GAAP measures.
Forward-looking Language
Certain statements in this press release, including, without
limitation, statements regarding the transaction between Advanced
Energy and LumaSense, the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and the statements about Advanced Energy’s future
expectations, beliefs, goals, plans, or prospects are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such
statements. Any statements that are not statements of historical
fact (including statements containing the words "will," "projects,"
"intends," "believes," "plans," "anticipates," "expects,"
"estimates," “aspire,” "forecasts," "continues" and similar
expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could
cause actual results or events to differ materially from those
indicated by such forward-looking statements, including: (1) the
ability to consummate the transaction, (2) risks that the
conditions to the closing of the transaction are not satisfied,
including the risk that required approvals for the transaction from
governmental authorities are not obtained; (3) the ability of
Advanced Energy to successfully integrate LumaSense's operations
and employees; (4) unexpected costs, charges or expenses resulting
from the transaction; (5) the ability to realize anticipated
synergies and cost savings; (6) Advanced Energy’s ability to
successfully grow LumaSense's business; (7) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transaction; (8) the retention of
key employees; and (9) legislative, regulatory and economic
developments, including changing business conditions in the
semiconductor industry and industrial markets overall and the
economy in general as well. These and other risks are described in
Advanced Energy's Form 10-K, Forms 10-Q and other reports and
statements filed with the Securities and Exchange Commission. These
reports and statements are available on the SEC's website at
www.sec.gov. Copies may also be obtained from Advanced Energy's
website at www.advanced-energy.com or by contacting Advanced
Energy's investor relations at (970) 407-6555. Forward-looking
statements are made and based on information available to the
company on the date of this press release. The company assumes no
obligation to update the information in this press release.
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