ASML To Buy Hermes Microvision For EUR 2.75 Bln

(RTTNews) - ASML Holding NV (ASML), a provider of lithography systems for the semiconductor industry, said that it agreed to buy Hermes Microvision Inc. or HMI, a supplier of pattern verification systems used for advanced semiconductor devices, in a cash transaction valued at about 100 billion New Taiwan dollars or about 2.75 billion euros at current exchange rates.

The transaction, which was unanimously approved by the boards of directors of ASML and HMI, will entitle each HMI shareholder to receive 1,410 New Taiwan dollars per share in cash. The price per share reflects a premium of 31 percent over HMI's 30-day volume-weighted average price.

The transaction is expected to close in the fourth quarter of 2016 and is subject to customary closing conditions, including review by Taiwanese, U.S. and international regulators. Closing is also subject to approval by HMI's shareholders.

Hermes-Epitek Corporation or HEC and certain affiliates, as well as certain officers of HMI, currently own about 48% of HMI shares in total and have entered into agreements with ASML pursuant to which they have agreed to vote in favor of, and otherwise support, the transaction.

As part of the transaction, HEC and certain HMI officers have also agreed to (re)invest in ASML part of the proceeds to be received by them from selling their HMI shares in the transaction, underscoring their belief in the strategic rationale for the transaction and their commitment to the combined businesses going forward.

Accordingly, ASML expects to issue a total number of 5.9 million ASML shares at a subscription price of 3,106 New Taiwan dollars per share. The newly issued ASML shares will be subject to a minimum holding period of two and a half years.

ASML expects to finance the acquisition of HMI with about 1.5 billion euros of debt, about 500 million euros of ASML equity to be purchased by HEC and the relevant HMI officers as noted above, and the remainder from available cash.

Excluding non-cash purchase price accounting adjustments, the transaction is expected to be accretive to ASML's EPS immediately.