View PDFFREMONT, Calif., December 10, 2007 - Lam Research Corporation (NASDAQ: LRCX) today announced that it has signed a definitive agreement to acquire the SEZ Group (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 CHF 641 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 CHF 38 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).
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 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.
Lam Research will host a conference call to discuss the planned acquisition tomorrow, Tuesday December 11, 2007 at 10:00 a.m. Pacific Time. Details of the conference call will be available on the Investors section of Lam's website at www.lamresearch.com.
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® 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.
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.
Lam Research Corporation Contact:
Carol Raeburn
Investor Relations
Phone: 510/572-4450
E-mail: carol.raeburn@lamresearch.com