Taiwanese high precision test and measurement equipment provider Chroma Ate Inc. has entered into a definitive agreement to acquire 20.5% of the shares of Israeli metrology and inspection equipment manufacturer Camtek Ltd. (Nasdaq: CAMT; TASE:CAMT) in a cash transaction.
Chroma will acquire 6,117,440 Camtek shares from Camtek controlling shareholder Priortech Ltd for $58.1 million, and 1,700,000 new shares to be issued by Camtek for $16.2 million. This totals $74.3 million at $9.50 per share, reflecting a 29% premium on Camtek’s closing price on February 8. After the closing of the deal, Chroma will have a 20.5% stake in Camtek, while Priortech will hold a 24% stake.
A voting agreement has been signed between Priortech and Chroma according to which the parties will vote together in Camtek’s shareholders’ meetings. According to the voting agreement, after the closing of the transaction, Chroma will be entitled to two seats on Camtek’s board of directors and Priortech will be entitled to three seats.
Chroma and Migdal Ha'Emek-based Camtek also entered into an agreement in which Camtek will license its triangulation technology, a metrology solution, in a fee-bearing license for non-semiconductor applications to be used by Chroma. In addition, Chroma and Camtek have agreed to cooperate in potential projects for the semiconductor market based on synergies between their inspection and metrology technologies.
The transaction is expected to close by the end of the second quarter of 2019, subject to the approval of Camtek’s shareholders, as well as approvals by certain regulatory bodies, including the Committee on Foreign Investment in the US (CFIUS) and the Taiwan Overseas Foreign Investment Commission (MOEAIC), and is also dependent on other customary closing conditions.
Camtek’s CEO Rafi Amit said, "Today we signed agreements of strategic importance for Camtek, whereby Camtek is gaining an important shareholder that will enable it to strengthen its presence in Asia in general, and in Taiwan in particular. Together with Chroma, we will be able to benefit from our technological capabilities beyond the traditional semiconductor markets. I am proud of the vote of confidence that our technology and market position has today gained from a leading Asia-based corporation and I am sure that this is the beginning of a long-term and synergistic relationship that will benefit both Camtek and Chroma."
Chroma Chairman and CEO Leo Huang said, "Through this strategic investment and alliance, we will be able to leverage our White Light Interferometry (WLI) technology, covering several high precision and large object testing and measurement applications, and utilizing Camtek’s patented Triangulation technology. The combination of both technologies will strengthen Chroma’s 3D metrology capabilities for serving broad set of fast growing industries and applications. I am confident that this relationship will accelerate both parties’ technology development and future collective growth."
Published by Globes, Israel business news - en.globes.co.il - on February 11, 2019
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