Mattson, CFM, and STEAG Electronic Systems Combine To Create Company With $500 Million in Annual Revenue
Under the terms of the agreements, shareholders of CFM will own approximately 12 percent of the resulting company, which will rank among the world's top 15 semiconductor equipment suppliers with annual revenue in excess of $500 million. The agreement provides for the exchange of 0.5223 Mattson common shares for each share of CFM common stock. The transaction is expected to be accounted for as a purchase.
Roger Carolin, CFM's President and CEO and future President of Mattson's Surface Conditioning Group, commented, "We are very excited about our prospects for growth as a part of Mattson Technology. Recently, our foremost strategic objective has been to broaden CFM's product offerings and increase our market presence in order to maximize the adoption of our technology. This agreement enables us to meet those goals by joining with a world-class supplier of conventional wet processing technology and by becoming part of a large, successful industry leader."
Brad Mattson, President and Chief Executive Officer of Mattson Technology, said, "In the past, the team with the best technology won. Today, this industry has matured to the point where critical mass is the key issue."
Carolin added, "Our customers have made it increasingly clear that they want to deal with a small number of large suppliers. This transaction will create the fourth largest global wet processing company with the broadest technology base and a strong potential for increased market penetration."
The Boards of Directors of Mattson and CFM have approved the agreement and due diligence has been completed. Contingent upon a closing between Mattson and Steag, the agreement between Mattson and CFM is subject to customary closing conditions, including shareholder approval by both companies and regulatory approvals, and is expected to close on or about January 1, 2001. Brad Mattson, who controls 18% of Mattson common stock, and Christopher F. McConnell, CFM's Chairman, who controls 16% of CFM common stock, have agreed to support and vote in favor of the transaction.
As result of the transaction, STEAG will withdraw its pending appeal of a federal district court judgment that it infringed a CFM patent covering Direct-Displace™ Drying, and will confirm the court's judgment that the patent is valid and enforceable. This will settle the companies' patent dispute with all complaints withdrawn and the validity of CFM's patents upheld. The CFM patent is also a subject of pending suits against Dainippon Screen Manufacturing and FSI International Corp.