KLA-Tencor scoops up ICOS for backend, LCD/solar play

Feb. 21, 2008 – The latest move in metrology industry consolidation has occurred with KLA-Tencor’s proposed “friendly” acquisition of Belgium firm ICOS Vision Systems in a proposed €316.9M (US $465.8M) cash transaction.

The €36.50/share ($53.75) offer represented a 35% premium to ICOS’ three-month average closing price. KLA-Tencor also said will offer to purchase ICOS shares underlying all outstanding 2002 employee stock options and 2007 employee warrants.

The deal, anticipated to close sometime in 2Q08, requires approval from 85% of ICOS’ shareholders. Also, a clause indicated by both companies notes the bid must not be subject to review by government/jurisdictional antitrust authorities “beyond the initial phase of review.”

In a statement, KLA-Tencor CEO Rick Wallace noted “exceptional synergy” in markets and technologies, “with additional opportunities for both growth and diversification” — ICOS provides “a significant presence” in semiconductor packaging inspection, and inroads into growth sectors such as LED lighting and solar.

For ICOS, the proposed combination “would significantly increase our growth potential and provide remarkable resources for advanced technical development of our existing products and technologies,” stated president/CEO Anton De Proft.


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