AMAT buying VSEA, extends WFE, solar inroads

Update, August 15, 2011 – Varian Semiconductor Equipment Associates, Inc. (NASDAQ:VSEA) achieved a significant milestone in the proposed merger between Varian and Applied Materials, Inc. (NASDAQ: AMAT). At a special stockholders meeting on August 11, Varian stockholders voted to approve the merger.

The merger was approved by holders of approximately 52.8 million shares of Varian’s outstanding common stock, and approximately 237,000 shares voted against the merger. This represents over 99% of the shares present in person or represented by proxy at the special meeting voting in favor of the merger.

Varian continues to expect that the merger will be completed during the second half of 2011. The closing of the merger is subject to the satisfaction or waiver of certain other closing conditions, including, without limitation, the approval of the U.S. Department of Justice under the Hart Scott Rodino Act.

May 4, 2011 – In an early-morning surprise, Applied Materials said it will acquire Varian Semi in a $4.9B deal that adds a new angle to AMAT’s wafer-fab equipment portfolio, and another inroad into related fields including solar PV, displays, and LEDs.

Under terms of the deal, AMAT will pay $63/share in cash for VSEA, a 55% premium over yesterday’s closing price (38% premium to the past 30-day average). VSEA will operate as a business unit of AMAT’s silicon systems group (SSG), and continue to be based in Gloucester, MA. Both company’s boards have unanimously approved the deal, which will be funded with a combination of existing cash balances and debt.

The deal adds ion implantation to AMAT’s wafer-fabrication equipment (WFE) portfolio, as a complement to the company’s other offerings in transistor, interconnect, wafer-level packaging and patterning. The technology also could extend AMAT’s reach further into related markets including solar PV, display, and LEDs.

"Varian is a great fit for our strategy to profitably grow share in our core semiconductor business with best-in-class technology and talent," said Mike Splinter, chairman/CEO of Applied, in a statement. "Applied’s broad capability in semiconductor equipment and Varian’s ion implant expertise will allow us to work more closely with our customers on integrated process solutions at the transistor level," added Randhir Thakur, EVP/GM of Applied SSG.

"In addition to our combined strengths in the semiconductor space, Applied’s proven capability to extend its technology to adjacent markets like solar and display can help unlock the tremendous potential of ion implantation in these markets," added Varian CEO Gary Dickerson.


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