Nanometrics To Acquire Accent Optical Technologies
Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, Nanometrics will issue approximately 5.0 million shares of its common stock for all outstanding Accent capital stock and rights to acquire Accent capital stock. Nanometrics will also assume approximately $10.6 million in net debt obligations of Accent. Based on the closing price of Nanometrics common stock on January 25, 2006, the transaction values Accent at $80.9 million. Nanometrics stockholders will own approximately 73% and Accent stockholders will own approximately 27% of the combined company on a fully diluted basis. The shares of Nanometrics common stock to be received by Accent stockholders are expected to qualify as a tax-free exchange for U.S. federal income tax purposes.
John D. Heaton will maintain his role as president and chief executive officer of the combined company, which will continue to be known as Nanometrics. Bruce C. Rhine, currently chairman and chief executive officer of Accent, will become the chief strategy officer of Nanometrics. Douglas J. McCutcheon will continue his role as chief financial officer of the combined entity. The combined company will be headquartered at Nanometrics' existing headquarters in Milpitas, California.
"The combination of Nanometrics and Accent creates one of the largest independent metrology companies in the semiconductor industry," said John D. Heaton, president and chief executive officer or Nanometrics. "Nanometrics is already the leader in integrated metrology, and the acquisition of Accent will expand our market position in each of our primary stand-alone metrology segments. Accent is particularly strong in overlay metrology, a market we are just beginning to penetrate. Accent's technology will also strengthen our position in optical CD and non-metal thin film metrology." Mr. Heaton continued by saying, "While we share a few key customers, each party brings a wealth of new opportunities for both integrated and stand-alone systems. I am thrilled that our two companies have entered into this transaction as true partners, with an outstanding fit in management culture, technology and most importantly customers. We believe this important and exciting transaction is a unique opportunity to create significant value for the stockholders, customers and employees of the combined enterprise."
"We expect this transaction to be accretive to Nanometrics' cash earnings per share in our fiscal year 2006," said Douglas J. McCutcheon, chief financial officer of Nanometrics. "In addition, we believe we will be able to capture substantial operating efficiencies that will position the combined company to accelerate earnings growth and enhance its financial performance throughout business cycles, and thereby benefit all the shareholders of the combined enterprise."
Bruce C. Rhine, chairman and chief executive officer of Accent, said: "The complementary skills, technologies and product offerings of Nanometrics and Accent will create a strong platform for delivering world-class metrology systems to both existing and new customers. Accent's overlay, FTIR and wireless/high-brightness LED products are a tremendous complement to Nanometrics' thin film and optical CD technology, enabling the combined enterprise to enhance its customer value proposition and more effectively pursue attractive growth opportunities. Accent has always had great products, and now we will have the scale and strength to maximize their potential. I look forward to working closely with John to expand the market and competitive position of the combined company."
Completion of the transaction is subject to applicable regulatory approvals, Nanometrics shareholders' approval of the issuance of Nanometrics shares in the transaction, Accent stockholders' approval and other customary closing conditions, and is expected to occur in the first half of 2006.
SOURCE: Nanometrics, Inc.