Amtech to acquire all BTU stock

The combined company will own an attractive and diverse portfolio of technology solutions and products, and generated pro forma revenues of $94.7m, based on the results for the twelve month period which ended 30^th and 29^th June 2014, for Amtech and BTU, respectively.

Amtech expects to maintain BTU’s presence in existing locations, including North Billerica, Massachusetts and Shanghai, China. Amtech will expand its board of directors by one seat, to be filled by Paul van der Wansem, currently Chairman and CEO at BTU, who will join the Amtech management executive committee. Peter Tallian, chief operating officer of BTU, will be the general manager of the BTU International division.

Under the terms of the transaction, which has been unanimously approved by both boards of directors, Amtech will issue 0.3291 newly registered shares of common stock for each share of BTU stock currently outstanding, in a tax-free exchange. Based upon the closing price of Amtech stock on 21^st October 2014, the transaction values BTU at approximately $3.33 per common share, representing a premium of 4.2% over the last reported closing price of BTU stock on 21^st October 2014. As part of the transaction, Mr van der Wansem, BTU’s largest stockholder, has entered into a voting agreement to vote in favour of the transaction.

The combined company is expected to generate $4-5m of annual operating expense savings within 12 months post-closing. Amtech expects the transaction to be accretive to fiscal year 2015 non-GAAP EPS. The transaction is expected to close in the first quarter of 2015 subject to customary closing conditions, regulatory approval and stockholder votes at Amtech and BTU.

Regarding the transaction, Jong Whang, Executive Chairman, Amtech, commented: “The addition of BTU supports our business model of growth through strategic acquisition and continuous innovation. This acquisition further advances our strategy to expand our technology portfolio in adjacent markets and creates a strong platform to drive the growth of our solar business. With the addition of BTU, Amtech will have a more diversified and profitable revenue base, allowing us to better scale production and distribution of our solar technology to meet accelerating demand for next-generation technology solutions.”

“The combination with BTU further enhances our position as a leading, global supplier of solar and semiconductor production and automation systems,” said Fokko Pentinga, CEO, Amtech. “BTU provides Amtech with complementary thermal processing technologies in the semiconductor, electronics and solar sectors, and strengthens our footprint in China and other key geographic markets with attractive growth trends. Our shared focus on service, innovation and quality will further strengthen our highly respected market-brands and enhance our ability to serve our customers. We look forward to welcoming the talented and dedicated BTU team to the Amtech family, where together we will achieve new levels of growth, innovation and service.”

BTU chairman Paul van der Wansem added: “This transaction brings significant benefits to our clients, employees and stockholders. We are confident that our customers and employees will benefit from the larger scale, broadened product portfolio and greater geographic reach of the combined company. The transaction also enables BTU stockholders to participate in the significant growth prospects of the combined company. Amtech and BTU are proven industry leaders in their respective products and markets and together we will continue to build on the solid momentum our team worked so hard to create.”