ASML Holding NV [ASML], a leading provider of lithography systems for the semiconductor industry, and Cymer, Inc. [CYMI], a leading supplier of lithography light sources used by chipmakers to manufacture advanced semiconductor devices, announce that they have entered into a definitive agreement under which ASML will acquire all outstanding shares of Cymer in a cash-and-stock transaction currently valued at EUR 1.95 billion.
The purpose of the acquisition of Cymer is to accelerate the development of Extreme Ultraviolet (EUV) semiconductor lithography technology. EUV is vital to support the semiconductor industry’s transition to the next manufacturing technology, which is needed to create microchips with more functions at a lower cost and that are more energy-efficient, consistent with Moore’s Law.
ASML and Cymer have collaborated closely for over a year, and this merger is the natural evolution of their existing cooperation in developing EUV technology. Combining Cymer’s expertise in EUV light sources with ASML’s expertise in lithography systems design and integration will reduce the risk and accelerate the introduction of this extremely complex technology.
The transaction, which was unanimously approved by the boards of directors of ASML and Cymer, would entitle each Cymer shareholder to receive US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share. The total price reflects a premium of 61 percent over Cymer’s 30-day volume-weighted average price (VWAP) and 52 percent over its 90-day VWAP, using ASML’s VWAP for the comparable period ending 16 October 2012.
“We believe that this transaction will improve our capabilities to bring new technologies to our customers, and will deliver value to Cymer’s and ASML’s shareholders,” said Eric Meurice, President and Chief Executive Officer of ASML. “We expect the merger to make EUV technology development significantly more efficient and simplify the supply chain and integration flow of the EUV modules. We are also very much encouraged by the opportunities that we expect to create around Cymer’s growing advanced Immersion systems and dry Deep Ultraviolet (DUV) Installed Base Products (IBP) business.”
“Over the last several years, Cymer has been investing significant capital towards developing EUV source technology. We are very encouraged that ASML’s resources will enable the combined company to continue to develop and successfully commercialize EUV on an accelerated time frame,” said Bob Akins, Chairman and Chief Executive Officer of Cymer. “The success of EUV is critical to the semiconductor industry, and we view this merger as very attractive for our shareholders, customers and employees as well as our industry.”
As a result of the transaction, ASML will also acquire Cymer’s DUV business. This technology is expected to remain a significant and growing engine of sales and profit and will be well positioned to support and balance customer needs for EUV and immersion multiple patterning. ASML intends to manage Cymer’s commercial operations as an independent division based in the United States, and will continue to deliver and service DUV and EUV sources for all customers on an arm’s length basis. ASML scanners will continue to interface with light sources from all manufacturers.
The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions, including review by U.S. and international regulators and approval by Cymer’s shareholders. Excluding non-cash purchase price accounting adjustments, the transaction is expected to be accretive to ASML’s EPS in the second year after closing.