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LAM RESEARCH CORORATION ANNOUNCES INTENT TO ACQUIRE THE SEZ GROUP - Invitation to a media and analysts' conference
Transaction will Create the Largest and Most Comprehensive Set of Advanced Technology Solutions for Single Wafer Cleaning
FREMONT, Calif., (ots) - Lam Research Corporation (NASDAQ: LRCX) today announced that it has signed a definitive agreement to acquire the SEZ Holding AG (SWX: SEZN), the leading supplier of single wafer clean technology and products to the global semiconductor manufacturing industry. In an all cash transaction, Lam Research has agreed to pay CHF641 million, which approximates US$568 million at the current exchange rate. Net of cash acquired, the purchase price approximates US$447 million. Lam will effect the acquisition by offering to acquire, as provided in the agreement, all of the outstanding shares of SEZ at a price of CHF38 per share.
SEZ's proprietary Spin-Process single wafer technology forms the basis of a broad equipment solution portfolio for wafer cleaning and decontamination, a key process adjacent to etch where Lam Research is the global market share leader. SEZ is headquartered in Zurich, Switzerland and maintains development, manufacturing, sales, marketing and service operations in Europe, Asia and North America. For 2007, SEZ currently expects to record total revenues of approximately CHF 330 million (US$293 million).
Invitation to a media and analysts' conference Tuesday, 11 December, 02.00 p.m. at the Hotel Savoy in Zurich
At the media and analyst conference, the CEO of Lam Research Martin Anstice and the COO of SEZ will provide more details of the planned transaction. To listen to the conference you can dial in: +41 91 610 56 00
Under the terms of the agreement, Lam Research will offer to acquire all of the outstanding shares of SEZ, and therefore effectively all of its assets, including its principal facilities in Villach, Austria. Following the closing, SEZ will become a division of Lam Research and offer a full spectrum of leading edge clean solutions, comprising products from its current businesses as well as Lam's single wafer bevel and wet clean applications. SEZ executive team members, including chairman and chief executive officer Egon Putzi, will continue with the Company under Lam's ownership. The transaction is expected to close in the March 2008 quarter, subject to the receipt of SEZ's shareholder and certain regulatory approvals, and is targeted to be neutral to slightly accretive depending on synergies realized in calendar 2008.
"This transaction positions Lam Research and SEZ to revolutionize the increasingly important area of wafer cleaning, combining the world's largest single wafer installed base with Lam's emerging clean technologies, process integration capabilities and global scale," stated Steve Newberry, President and Chief Executive Officer of Lam Research. "Together, Lam and SEZ will create a stronger, established presence in the clean segment of the wafer fab equipment industry with the ability to deliver the broadest set of leading edge high productivity clean solutions to our customers. In addition, we will increase our ability to support our customers needs in solving the technical challenges of post-etch and post-strip yield issues present in today's most advanced semiconductor devices. Through our combined strengths we will increase our capability to provide single wafer clean solutions, utilizing both spin and linear wet clean technologies as well as our plasma etch based bevel cleaning capability. At Lam, we are committed to executing on our multi-product, multi-market growth strategy, and this transaction facilitates our progress in achieving our stated goals. We have been very impressed by the quality of SEZ's operational and engineering capabilities, as well as the caliber of its management team and employees, making them the perfect addition to our Company," Newberry concluded.
Conference Call for Analysts Lam Research will host a conference call to discuss the planned acquisition, Tuesday December 11, 2007 at 07.00h p.m. MEZ. Details of the conference call will be available on the Investors section of Lam's website at www.lamresearch.com.
ots Originaltext: Lam Research Corporation
Lam Research Corporation
Carol Raeburn, Investor Relations,
phone: +1 510 572 4450,
Downloads from the transaction site www.transactioninfo.info (online
December 11, 2007, 03.00 p.m)
Lam Research Corporation
Lam Research Corporation is a major provider of wafer fabrication
equipment and services to the world's semiconductor industry. Lam's
common stock trades on The NASDAQ Global Select MarketSM under the
symbol LRCX. Lam is a NASDAQ-100(r) company. The Company's World
Wide Web address is www.lamresearch.com.
The SEZ Group is the leading provider of single-wafer wet-clean
processing solutions for the semiconductor industry, with an
installed base of over 1,200 tools. The company maintains operations
in Asia Pacific, Europe, Japan and North America. Since 1996,
registered shares of SEZ Holding Ltd. have been traded on the SWX
Swiss Exchange under the symbol SEZN. Additional information about
the company is available on the Internet at www.sez.com.
This document is not a pre-filing or pre-announcement for an offer
to purchase shares or any other securities and it is not an offer to
purchase shares or other securities and has no binding effect
whatsoever on the persons or entities mentioned herein. We refer to
the official pre-announcement that has been established and published
in accordance with art. 7 et seq. of the Swiss Takeover Ordinance of
the Takeover Board. Only such pre-announcement has binding effect and
shall be exclusively governed by Swiss laws.
Statements made in this press release which are not statements of
historical fact are forward-looking statements and are subject to the
safe harbor provisions created by the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements relate, but are
not limited, to the Company's expectations regarding the parties
ability to close the transaction and fulfill the terms of their
agreement, future plans for SEZ and Lam, their capabilities and the
results of their operations, Lam's future strategies including its
multi-product growth strategy, the closing date for the transaction,
and the anticipated effects of the transaction such as creating a
stronger market presence, delivering a broader
base of solutions, and increasing our capability to provide single
wafer clean solutions. Some factors that may affect these
forward-looking statements include: securing approvals from SEZ's
shareholders and the Swiss takeover authorities, customer reaction to
the transaction, synergies developed after the transaction, business
conditions in the semiconductor industry, overall economic
conditions, competitor reaction to the transaction, and our response
to competitor actions. These forward-looking statements are based on
current expectations and are subject to uncertainties and changes in
condition, significance, value and effect as well as other risks
detailed in documents filed with the Securities and Exchange
Commission, including specifically the report on Form 10-K for the
year ended June 25, 2006, and Form 10-Q for the quarter ended March
25, 2007, which could cause actual results to vary from expectations.
The Company undertakes no obligation to update the information or
statements made in this press release.