SAN JOSE -- HPL Technologies Inc. today announced it has agreed to acquire privately-held TestChip Technologies Inc. of Plano, Tex., for cash and stock worth about $35 million.
The purchase will provide HPL with software and a library of parameterized "soft" intellectual property that is used to accelerate the launch of new semiconductor processes in wafer fabs.
"TestChip's core offering of technology development IP is highly complementary to HPL's enterprise yield optimization platform," said David Lepejian, president and CEO of San Jose-based HPL. "Their soft IP expands our product offering into process technology development.
"This extension also includes yield analysis vehicles, which produce data that can be analyzed using HPL's yield optimization platform," he said. "This provides customers an integrated and optimized solution."
Under the terms of the purchase agreement, HPL will acquire all outstanding shares and options of TestChip's parent company--Covalar Technology Group Inc.--for $10 million in cash and 1.9 million shares of HPL common stock. In addition, HPL may issue up to 600,000 additional shares of common stock if TestChip exceeds certain revenue levels during 12 months following the closing of the transaction. The purchase is expected to be completed before the end of March.
TestChip will become a wholly-owned subsidiary of HPL. The acquisition will be accounted for as a purchase and is expected to be accretive after any potential one-time charges, the company said.
"Our current and future customers will benefit from expanded solution offerings," said Mark Harward, president and CEO of TestChip. "I believe the acquisition creates a combined company that can become the predominant provider of yield optimizing solutions in the industry." Harward is the principal founder and will remain as chief technology officer of TestChip after the purchase is completed.
Gene Mullinnix, currently TestChip's vice president of engineering, will become president of TestChip. Previously, Mullinnix worked 10 years with Texas Instruments Inc. and 18 years with Motorola Inc., where he managed wafer fab operations and established foundry relationships.
HPL said the acquisition will add 64 professionals to its workforce. TestChip will continue to operate in its existing facilities in the Dallas suburb of Plano and in Austin, Tex., where HPL will locate its Midwest operation.
Also today, HPL reported a 56% sequential increase in revenues to a record high $10.9 million in the company's fiscal third quarter, ended Dec. 31, compared to $7.0 million in the prior three-month period. The company's net income was $2.3 million in the just-ended quarter, including $400,000 for a favorable arbitration ruling.