- A strategic move into high growth
Advanced Packaging and MEMS markets
- On a standalone basis, SPTS is expected
to generate approximately $180 million of revenues in full year
2014 and a 25% EBITDA margin
- Acquisition expected to be Non-GAAP
accretive immediately and GAAP accretive in 2015
- Conference Call to be held today at
8:30 a.m. EDT
Orbotech Ltd. (NASDAQ:ORBK) today announced the signing of a
definitive share purchase agreement to acquire SPTS Technologies
Group Limited (“SPTS”), a U.K.-based leading manufacturer of
etch, deposition and thermal processing equipment for the
microelectronics industry, from European private equity firm
Bridgepoint and others. The combined companies’ comprehensive
offering is expected to enable the leading designers of consumer
electronics to turn their vision of next generation devices into
reality.
SPTS offers an extensive range of manufacturing solutions which
set industry standards in the high growth Advanced Packaging and
MEMS (micro-electro-mechanical systems) markets. Through this
acquisition, Orbotech expects to accelerate the execution of its
growth and diversification strategy, and is moving up the
electronics value chain. By building on SPTS’ technological and
commercial leadership position, Orbotech will be able to offer
best-in-class solutions for a broad range of the most demanding
micro manufacturing applications. Moreover, the combination will
expand Orbotech’s presence in Europe and North America and provide
SPTS with a greater reach throughout the Pacific region,
particularly in China.
“Orbotech identified Advanced Packaging as a strategic and
natural extension of its business into an adjacent high growth
market, where SPTS is a recognized technology leader. SPTS benefits
from established, long-standing partnerships with major industry
players. It is a well-known and highly respected brand with deep
domain expertise in those segments in which it operates. Acquiring
SPTS allows us to accelerate the expansion into Advanced Packaging,
with multiple manufacturing solutions ideally suited for this
growing segment”, said Mr. Asher Levy, CEO of Orbotech Ltd.
“Orbotech and SPTS are complementary in many ways. By combining the
extensive know-how and core assets of both companies we will
continue to enhance Orbotech’s portfolio and industry leadership
while focusing our efforts on driving profitable growth.”
Mr. Levy concluded, “We look forward to welcoming the SPTS team
to Orbotech and capitalizing on the best of both companies for
continued success.”
Mr. Kevin Crofton, President and Chief Operating Officer of
SPTS, stated: “This is an exceptional opportunity to bring together
two proven leaders both operating at the cutting-edge of consumer
electronics manufacturing. We share a common vision for our
respective markets, including an uncompromising commitment to our
customers. Together, we will be a powerhouse of expertise in micro
manufacturing, providing a broad solution set of mission-critical
capabilities to serve designers and manufacturers across the
dynamic electronics industry landscape. We are excited about the
opportunity to leverage Orbotech’s strong presence in the Pacific
as well as its products and technologies.”
Mr. Christopher Bell, partner at Bridgepoint, said: “Clear
market leadership of high growth niches as well as the application
of its technology to emerging niches in the microchip industry have
made SPTS strategically attractive. With its new shareholder, the
business will be well positioned to combine expertise in micro
manufacturing to advance further. We wish the team continued
success in the future.”
Financial Information
Under the terms of the agreement, Orbotech will acquire SPTS for
a total consideration (including repayment or assumption of debt)
of approximately $370 million in cash. The acquisition and related
costs are expected to be financed through a combination of cash on
hand and approximately $300 million in debt financing under a new
term loan facility. The acquisition and financing are expected to
close during of the third quarter of 2014, each subject to certain
closing conditions.
In 2014, under U.K. GAAP and on a standalone basis for the full
year, SPTS is expected to generate revenues of approximately $180
million, gross margin of approximately 48% of its revenues, and
EBITDA margin of approximately 25% of its revenues. The acquisition
of SPTS is expected to be accretive to Orbotech’s non-GAAP earnings
immediately after closing. After closing, SPTS’ financial
statements will be converted to U.S. GAAP to be consistent with
Orbotech’s financial statements.
Based on Orbotech’s and SPTS’s financial condition as of March
31, 2014, Orbotech estimates that post closing, it will have
approximately $100 million of cash and cash equivalents on an
adjusted basis.
In connection with the transaction, J.P. Morgan is serving as
exclusive financial advisor to Orbotech and Jefferies and Ernst
& Young are serving as financial advisors to SPTS.
Conference Call
Orbotech will host a conference call today, Monday, July 7,
2014, at 8:30 a.m. EDT solely to discuss the acquisition of SPTS.
The dial-in number for the conference call is 1-877-917-6902 (Toll
Free) or +1-517-308-9315. The pass code is ORBOTECH. A live web
cast of the conference call and replay can also be heard by
accessing the investor relations section on Orbotech’s website at
www.orbotech.com.
About SPTS Technologies
SPTS Technologies (a Bridgepoint portfolio company) designs,
manufactures, sells, and supports etch, PVD, CVD and thermal wafer
processing solutions for Advanced Packaging, MEMS, LEDs, high speed
RF on GaAs, and power management devices. With manufacturing
facilities in Newport, Wales, Allentown, Pennsylvania, and San
Jose, California, the company operates across 19 countries in
Europe, North America and Asia-Pacific.
About Orbotech
Orbotech Ltd. (NASDAQ: ORBK) has been at the cutting edge of the
electronics industry supply chain, as an innovator of enabling
technologies used in the manufacture of the world’s most
sophisticated consumer and industrial products, for over 30 years.
The Company is a leading provider of yield-enhancing and production
solutions, primarily for manufacturers of printed circuit boards,
flat panel displays and other electronic components. Today,
virtually every electronic device is produced using Orbotech
technology. The Company also applies its core expertise and
resources in other advanced technology areas, including character
recognition for check and forms processing and solar photovoltaic
manufacturing. Headquartered in Israel and operating from multiple
locations internationally, Orbotech’s highly talented and
inter-disciplinary professionals design, manufacture, sell and
service the Company’s end-to-end portfolio of solutions for the
benefit of customers the world over. For more information please
see the Company’s filings with the U.S. Securities and Exchange
Commission (the “SEC”) at www.sec.gov. and visit the
Company’s corporate website at www.orbotech.com. The corporate
website is not incorporated herein by reference and is included as
an inactive textual reference only.
Cautionary Statement Regarding
Forward-Looking and Other Statements
Except for historical information, the matters discussed in this
press release are forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. These
statements relate to, among other things, future prospects,
developments and business strategies and involve certain risks and
uncertainties. The words “anticipate,” “believe,” “could,” “will,”
“plan,” “expect” and “would” and similar terms and phrases,
including references to assumptions, have been used in this press
release to identify forward-looking statements. These
forward-looking statements are made based on management’s
expectations and beliefs concerning future events affecting
Orbotech and SPTS and are subject to uncertainties and factors
relating to Orbotech’s and SPTS’s operations and business
environment, all of which are difficult to predict and many of
which are beyond the Company’s control. Many factors could cause
the actual results to differ materially from those projected
including, without limitation, the completion, timing, terms and
anticipated benefits of the acquisition of SPTS and the related
financing transactions; the timing and impact of conversion of
SPTS’s financial statements from U.K. GAAP to U.S. GAAP and the
Company’s ability to switch SPTS to a U.S. GAAP reporting regime;
Orbotech’s ability to effectively integrate and operate SPTS’s
business following the acquisition, the timing, terms and success
of any other strategic or other transaction, cyclicality in the
industries in which the Company or SPTS operates, the Company’s and
SPTS’s production capacity, timing and occurrence of product
acceptance (the Company defines ‘bookings’ as purchase arrangements
with customers that are based on mutually agreed terms which, in
some cases, may still be subject to completion of written
documentation and may be changed or cancelled by the customer,
often without penalty), fluctuations in product mix, worldwide
economic conditions generally, especially in the industries in
which the Company or SPTS operate, the timing and strength of
product and service offerings by the Company, SPTS and each of
their competitors, changes in business or pricing strategies,
changes in the prevailing political and regulatory framework in
which the relevant parties operate or in economic or technological
trends or conditions, including currency fluctuations, inflation
and consumer confidence, on a global, regional or national basis,
the level of consumer demand for sophisticated devices such as
smartphones, tablets and other electronic devices, the final
outcome and impact of the criminal matter and ongoing investigation
in Korea, including its impact on existing or future business
opportunities in Korea and elsewhere, any civil actions related to
the Korean matter brought by third parties, including the Company’s
customers, which may result in monetary judgments or settlements,
expenses associated with the Korean matter and other risks detailed
in the Company’s SEC reports, including the Company’s Annual Report
on Form 20-F for the year ended December 31, 2013, and subsequent
SEC filings. The failure to complete the acquisition of SPTS could
have a materially adverse effect on Orbotech’s financial condition
and results and could negatively impact the Company’s share price.
The Company assumes no obligation to update the information in this
press release to reflect new information, future events or
otherwise, except as required by law.
All financial information in this press release related to SPTS,
including forward-looking estimates based or derived therefrom, is
based on SPTS’s financial statements prepared in accordance with
U.K. GAAP. U.K. GAAP differs in certain important respects from
U.S. GAAP, the basis for Orbotech’s financial reporting. Neither
SPTS nor Orbotech has begun a reconciliation of SPTS’s financial
statements from U.K. to U.S. GAAP and therefore cannot quantify the
differences, which may be material. In addition, Orbotech will
account for the acquisition under the purchase method of
accounting, which will result in a new valuation for the assets and
liabilities of SPTS. The new basis of accounting will be based on
the estimated value of the assets and liabilities on the closing
date of the acquisition. Orbotech will not be preparing any pro
forma information for the acquisition and financing until the
reconciliation and valuation estimates have been prepared.
There are references in this press release to non-GAAP measures.
For more information about how Orbotech determines and uses such
non-GAAP measures, see Orbotech’s filings with the SEC.
Orbotech Ltd.Adrian Auman, +972-8-942-3560Corporate Vice
President Investor Relations and Special Projects
Orbotech Ltd. - Ordinary Shares (NASDAQ:ORBK)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Orbotech Ltd. - Ordinary Shares (NASDAQ:ORBK)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024