Mergers & acquisitions
Arch Chemicals has signed a definitive agreement to sell the majority of its Microelectronic Materials operation to Fuji Photo Film for $160mn. The operation includes facilities to manufacture and supply a wide range of products - including photoresists, formulated products, polyimides and thin film systems - to semiconductor and flat panel display manufacturers.
The transaction is expected to close by the end of the year, subject to regulatory approvals and other customary closing conditions. The transaction includes the company's microelectronics manufacturing facilities and research and development facilities located in North America, Europe and Asia, and its 49% ownership of FUJIFILM Arch, the company's joint venture with Fuji Photo Film in Japan.
Arch will retain its 50% interest in Planar Solutions, a joint venture with Wacker Chemical for the production and sale of chemical mechanical planarisation (CMP) slurries, a microelectronics-dedicated manufacturing facility in Kentucky and its chemical management services business (CMS). The company will continue to supply certain products to the Microelectronic Materials operation from the Kentucky facility.
Arch Chemicals' chairman, president and CEO Michael Campbell explains: "This divestiture supports our strategy to focus our business portfolio and to redeploy resources to pursue growth opportunities in our key growth platform, Treatment Products." Arch's treatment products include industrial biocides used in the marine, construction, hygiene and lumber industries along with products for swimming pool sanitisation.
The Microelectronic Materials businesses to be sold had sales of some $135mn in 2003 and earnings before interest and taxes of $1.9mn (including allocation of corporate charges). The transaction sales price is subject to a final post-closing working capital adjustment. The estimated proceeds from the divestiture will be mainly used to pay down debt.
KLA-Tencor has acquired the Wafer Inspection Systems business of Inspex. The assets acquired include all patents, technology, software, spare parts and inventory related to Inspex's wafer inspection business, which halted production when the company filed for bankruptcy in November 2003. KLA-Tencor has agreed to maintain support for a minimum of four years. Inspex is a US company owned by Photonics Management, which is in turn a subsidiary of Hamamatsu Photonics of Japan.
French microsystem foundry MEMSCAP has entered into a definitive agreement to acquire Optogone, a liquid crystal technology specialist based in Brittany, France, for EUR3.8mn. Optogone specialises in optical components integration for dense wave division multiplexed (DWDM) networking.
In addition, MEMSCAP may be required to issue additional shares as consideration, contingent on Optogone achieving certain revenue targets over the 24-month period after closing. Optogone is a spin-off from the French "Ecole Nationale Superieure des Telecommunications-Bretagne" (ENST) in alliance with France Telecom and with the participation of investment funds such as Spef Ventures and T-Source.
The acquisition will be subject to customary approvals and review including the approval of MEMSCAP shareholders, review of the transaction by an independent appraiser ('commissaire aux apports') and approval by the stock market regulatory authorities.
MEMSCAP also reports Q3 2004 consolidated revenue at EUR2.3mn, resulting in an operating loss of EUR0.9mn. The revenue figures represent 28% growth over Q3 2003. The operating result is a six-fold improvement over the previous year.
During the quarter, production volume has increased for clients such as acoustic device producer Knowles Electronics. MEMSCAP's North Carolina facility has also recently upgraded to 150mm wafer processing.
