MILPITAS, Calif.--Creating a potential powerhouse in the ATE industry, Credence Systems Corp. Friday (May 28) completed its acquisition of NPTest Holding Corp.
In February, Credence said it would acquire NPTest for $660 million in cash and stock, based on the closing stock prices of Feb. 20th.
The deal represents the final chapter for NPTest as an independent entity. San Jose-based NPTest traces its history back to 1965, when Fairchild Semiconductor established an automated test equipment (ATE) division.
Schlumberger acquired Fairchild Semiconductor in 1979, and the ATE division of Fairchild become Schlumberger ATE, followed by Schlumberger Semiconductor Solutions. More recently, Schlumberger divested the ATE unit. In 2002, the ATE unit became NPTest, which had its initial public offering in December 2003.
Meanwhile, with the acquisition of NPTest, Credence of Milpitas bolsters its position in ATE. The two companies, which had combined sales of $413.5 million in 2003, offer complementary products line in ATE.
In the deal, Credence obtains some key chip-test technology and an important customer--Intel Corp. NPTest has been the incumbent supplier of ATE for Intel's Pentium microprocessor business. NPTest has been shipping a specialized DFT tester to Intel.
Credence, which is known for its lower-cost, mid-range test solutions, also gains an entry in the high-end of the ATE business. Last year, NPTest rolled out an "open" and modular IC tester. The Sapphire NP line of ATE can be modified, scaled, and reconfigured to support up to 5,000 pins and speeds up 6.4-GHz.
The company also sells an IC failure analysis and debug tool and other products.
Meanwhile, the acquisition was approved by a vote of Credence and NPTest stockholders, held on May 27, 2004. As a result of the acquisition, the NPTest ticker symbol will be removed from its Nasdaq listing after close of market today.
Credence has acquired all of the outstanding common stock of NPTest in a combined stock and cash transaction. Each share of NPTest common stock outstanding was converted, directly or indirectly, into the right to receive 0.80 of a share of Credence common stock and $5.75 in cash. All outstanding options to purchase NPTest common stock were automatically converted into approximately 4.1 million options to purchase Credence common stock.
"By applying innovative technology to lower the cost-of-test, our expanded design-to-test product portfolio delivers performance and economic advantages to a growing semiconductor market," said Graham Siddall, Credence's chairman and chief executive, in a statement. "We are now able to address a more diversified customer base with highly synergistic solutions from debug, validation and characterization to high volume production test."
"We are creating a company that provides compelling advantages to our customers," said Ashok Belani, formerly president and chief executive of NPTest, who today assumes the role of vice chairman of Credence's board of directors. "The combination of Credence and NPTest sales, distribution and support organizations has created a wider, more responsive infrastructure that can quickly and effectively bring the benefits of our technology to more customers."
In connection with the transaction, Belani and Dipanjan Deb will join Credence's board of directors. Brett Hooper will join Credence's executive management as senior vice president of human resources. Belani and Hooper have informed Credence that they have adopted asset diversification plans and presently intend to sell a portion of their shares of Credence common stock following the closing of the transaction in accordance with these plans.