|By Business Wire||
|July 7, 2014 04:32 AM 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.”
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.
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.
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.
@GonzalezCarmen has been ranked the Number One Influencer and @ThingsExpo has been named the Number One Brand in the “M2M 2016: Top 100 Influencers and Brands” by Analytic. Onalytica analyzed tweets over the last 6 months mentioning the keywords M2M OR “Machine to Machine.” They then identified the top 100 most influential brands and individuals leading the discussion on Twitter.
Apr. 24, 2017 11:45 PM EDT Reads: 687
Grape Up is a software company, specialized in cloud native application development and professional services related to Cloud Foundry PaaS. With five expert teams that operate in various sectors of the market across the USA and Europe, we work with a variety of customers from emerging startups to Fortune 1000 companies.
Apr. 24, 2017 11:30 PM EDT Reads: 2,134
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
Apr. 24, 2017 11:15 PM EDT Reads: 2,263
New competitors, disruptive technologies, and growing expectations are pushing every business to both adopt and deliver new digital services. This ‘Digital Transformation’ demands rapid delivery and continuous iteration of new competitive services via multiple channels, which in turn demands new service delivery techniques – including DevOps. In this power panel at @DevOpsSummit 20th Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, panelists will examine how DevOps helps to meet th...
Apr. 24, 2017 11:15 PM EDT Reads: 774
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Apr. 24, 2017 11:00 PM EDT Reads: 775
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Apr. 24, 2017 10:45 PM EDT Reads: 2,092
SYS-CON Events announced today that Hitachi, the leading provider the Internet of Things and Digital Transformation, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Hitachi Data Systems, a wholly owned subsidiary of Hitachi, Ltd., offers an integrated portfolio of services and solutions that enable digital transformation through enhanced data management, governance, mobility and analytics. We help globa...
Apr. 24, 2017 10:45 PM EDT Reads: 701
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
Apr. 24, 2017 10:45 PM EDT Reads: 1,724
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
Apr. 24, 2017 10:00 PM EDT Reads: 794
The age of Digital Disruption is evolving into the next era – Digital Cohesion, an age in which applications securely self-assemble and deliver predictive services that continuously adapt to user behavior. Information from devices, sensors and applications around us will drive services seamlessly across mobile and fixed devices/infrastructure. This evolution is happening now in software defined services and secure networking. Four key drivers – Performance, Economics, Interoperability and Trust ...
Apr. 24, 2017 09:45 PM EDT Reads: 3,615
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across supply chain networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost and time for product recall as well as advance trade. Are you curious about Blockchain and how it can provide you with new opportunities for innovation and growth? In her session at 20th Cloud Exp...
Apr. 24, 2017 09:15 PM EDT Reads: 1,647
Five years ago development was seen as a dead-end career, now it’s anything but – with an explosion in mobile and IoT initiatives increasing the demand for skilled engineers. But apart from having a ready supply of great coders, what constitutes true ‘DevOps Royalty’? It’ll be the ability to craft resilient architectures, supportability, security everywhere across the software lifecycle. In his keynote at @DevOpsSummit at 20th Cloud Expo, Jeffrey Scheaffer, GM and SVP, Continuous Delivery Busin...
Apr. 24, 2017 08:15 PM EDT Reads: 433
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will look at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deli...
Apr. 24, 2017 07:45 PM EDT Reads: 2,153
In recent years, containers have taken the world by storm. Companies of all sizes and industries have realized the massive benefits of containers, such as unprecedented mobility, higher hardware utilization, and increased flexibility and agility; however, many containers today are non-persistent. Containers without persistence miss out on many benefits, and in many cases simply pass the responsibility of persistence onto other infrastructure, adding additional complexity.
Apr. 24, 2017 07:30 PM EDT Reads: 2,113
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Apr. 24, 2017 07:15 PM EDT Reads: 2,408