REHOVOT, Israel, Nov. 16, 2021 /PRNewswire/ -- Nova (Nasdaq: NVMI)
announced today that it has entered into a definitive agreement to
acquire ancosys GmbH, a privately held company headquartered in
Pliezhausen Germany, in an all-cash transaction valued
at approximately $100 million,
including a performance based earnout of $10
million.
The acquisition is subject to customary closing and regulatory
conditions and approvals, and is expected to close within the first
quarter of 2022. The Company expects the acquisition to be
accretive on a non-GAAP basis within 12 months of closing.
ancosys is a leading provider of chemical analysis and metrology
solutions for advanced semiconductor manufacturing. ancosys'
automated analytical systems combine flexible architecture with
industry-grade capabilities and support both frontend and backend
semiconductor manufacturing.
The combination of Nova's advanced portfolio and ancosys'
differentiated chemical analysis technology will deliver cutting
edge solutions for advanced semiconductor process control and will
expand Nova's total available market beyond frontend semiconductor
manufacturing into the back-end and advanced packaging markets.
"We are very excited with this strategic acquisition that
extends our reach to adjacent markets and expands our total
addressable market," commented Eitan Oppenhaim, President and CEO
of Nova. "Acquiring ancosys will support our long-term strategy to
broaden our portfolio of key technologies to better serve a wider
range of process control applications in different semiconductor
markets. With ancosys solutions, Nova can offer its customers an
advanced portfolio of dimensional, materials and chemical metrology
solutions for better process insight."
"Nova is the right partner to support ancosys' accelerated
growth," stated Jürg Stahl, ancosys's President and Chief
Executive Officer. "The strength of our complementary portfolio
will broaden Nova's available markets and strengthen our position
as leader in advanced chemical metrology. We are excited and
looking forward to joining Nova's team."
About Nova:
Nova is a leading innovator and key provider of metrology
solutions for advanced process control used in semiconductor
manufacturing. Nova delivers continuous innovation by providing
state-of-the-art high-performance metrology solutions for effective
process control throughout the semiconductor fabrication lifecycle.
Nova's product portfolio, which combines high-precision hardware
and cutting-edge software, provides its customers with deep insight
into the development and production of the most advanced
semiconductor devices. Nova's unique capability to deliver
innovative X-ray and optical solutions enable its customers to
improve performance, enhance product yields and accelerate time to
market. Nova acts as a partner to semiconductor manufacturers from
its offices around the world. Additional information may be found
https://www.novami.com/.
Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol
NVMI.
Forward-looking statements:
This press release contains forward-looking statements
within the meaning of safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 relating to future events
or our future performance, such as statements regarding, but are
not limited to, the expected completion of the
proposed acquisition of ancosys and the timing thereof,
the satisfaction or waiver of any closing conditions of the
proposed acquisition, anticipated benefits, growth
opportunities and other events relating to the
proposed acquisition, projections about our business and its
future revenues, expenses and profitability. Forward-looking
statements are based on management's current expectations and
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied in those forward-looking statements. These risks and other
factors include but are not limited to: our ability to satisfy all
the conditions to the closing of the proposed acquisition;
risks related to unexpected costs, liabilities or delays in the
proposed acquisition; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
purchase agreement; the ability to recognize benefits of the
proposed acquisition; risks that the
proposed acquisition disrupts current plans and
operations; and impact of the proposed acquisition on
relationships with customers, distributors and suppliers. Factors
that may affect our results, performance, circumstances or
achievements include, but are not limited to, the
following: catastrophic events such as the outbreak of
COVID-19; increased information technology security threats and
sophisticated computer crime; foreign political and economic risks;
changes in U.S. trade policies; inability to protect intellectual
property; open source technology exposure; failure to compete
effectively or to respond to the rapid technological changes;
consolidation in our industry; difficulty to predict the length and
strength of any downturn or expansion period of the market we
target; factors that adversely affect the pricing and demand for
our product lines; dependency on a small number of large customers;
dependency on a single manufacturing facility per product line;
dependency on a limited number of suppliers; lengthy sales cycle
and customer delays in orders; political, economic, and military
instability in Israel; risks
related to our convertible notes; currency fluctuations; and
quarterly fluctuations in our operating results. We cannot
guarantee future results, levels of activity, performance or
achievements. The matters discussed in this press release also
involve risks and uncertainties summarized under the heading "Risk
Factors" in Nova's Annual Report on Form 20-F for the year ended
December 31, 2020 filed with the
Securities and Exchange Commission on March
1, 2021. These factors are updated from time to time through
the filing of reports and registration statements with the
Securities and Exchange Commission. Nova Ltd. does not assume any
obligation to update the forward-looking information contained in
this press release.
Company Contact:
Dror David, Chief Financial
Officer
Tel: +972-73-229-5760
E-mail: investors@novami.com
https://www.novami.com/
Investor Relations Contact:
Miri Segal
MS-IR LLC
Tel: +917-607-8654
E-mail: msegal@ms-ir.com
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SOURCE Nova
