KLA-Tencor Makes a Bid for ICOS Vision Systems
David Lammers, News Editor -- Semiconductor International, 2/21/2008 5:13:00 AM
KLA-Tencor (San Jose) today said it will make a friendly tender to acquire ICOS Vision Systems Corp. NV (Leuven, Belgium) in a cash transaction valued at $465.8M. ICOS provides packaging and interconnect inspection solutions for the semiconductor industry, and has “a market leadership position” in the inspection of photovoltaic solar technologies and LED products, the companies said in a joint announcement.
ICOS also provides systems for the inspection and optical classification of solar wafers and cells at various stages of production.
Rick Wallace, CEO of KLA-Tencor, said the acquisition will provide KLA-Tencor with a significant presence in semiconductor packaging inspection, as well as in fast-growing markets like solar and LED.
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| KLA-Tencor made a friendly tender for ICOS Vision Systems, headquartered in this building in Leuven, Belgium. |
The acquisition, Wallace said, sets the stage “for ongoing growth outside KLA-Tencor's primary market in semiconductor fab operations. Our two companies serve adjacent markets and offer complementary technologies, making this a good fit for both parties, and we believe that ICOS's growth potential will be even greater as part of KLA-Tencor.”
The offer represents a 35% premium to the average closing price of ICOS's shares over the preceding 90 days. KLA-Tencor will offer to purchase all outstanding 2002 employee stock options and 2007 employee warrants.
The transaction is expected to close in the second calendar quarter of 2008 and is subject to several conditions, including acceptance by at least 85% of ICOS's outstanding shares. Also, the companies said the bid “must not be subject to review by any governmental authority regulating antitrust, competition or merger control matters in any jurisdiction beyond the initial phase of review for the applicable jurisdiction.”
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| Anton De Proft, CEO, ICOS Vision Systems |
ICOS was founded in 1982 as a spin-off from the Katholieke Universiteit Leuven's (Belgium) image processing laboratory. In 1998, ICOS acquired Qtec, a German vendor of IC inspection and, in 2002, it acquired the gravity handling technology and product rights from IC Equipment Pte Ltd. in Singapore. In 2004, the company opened a production facility in Shenzhen, and took over the 2-D wafer inspection technology of Siemens AG. In 2004, ICOS entered the solar wafer and cell inspection market.
The company was traded on the Nasdaq exchange from 1997 until 2006, when it voluntarily delisted. It is now traded on the Euronext (Brussels) exchange. Revenues for 2007 were 80 million euros (US$118M) compared with 105.6 million euros (US$156M) in 2006, while net income for 2007 declined to 8.0 million euros, compared with 20.1 million euros in 2006.
"During the fourth quarter, revenues grew as expected, with all three product lines contributing to sequential growth," De Proft said. "We continued to invest heavily in future products this year, with R&D spending at 19% of revenues in 2007. This investment will enable ICOS to stay ahead of the curve as end-market applications for inspection solutions continue to evolve and our customers' requirements become increasingly complex."
