Orbotech Reaches Agreement to Acquire Photon Dynamics
June 26 2008 - 8:37AM
PR Newswire (US)
- Two Major Flat Panel Display Industry Suppliers will unite to
become a Global Leader in Yield Management Solutions - YAVNE,
Israel and SAN JOSE, Calif., June 26 /PRNewswire-FirstCall/ --
Orbotech Ltd. (NASDAQ:ORBK) and Photon Dynamics, Inc. (NASDAQ:PHTN)
today announced that they have signed a definitive agreement for
Orbotech to acquire Photon Dynamics, a leading provider of test and
repair systems for the liquid crystal (LCD) flat panel display
industry. Under the terms of the agreement, Orbotech will pay
$15.60 per share in cash for all of the issued and outstanding
shares of Photon Dynamics' common stock, making an aggregate merger
consideration value for the transaction of approximately $290
million. The acquisition will be financed through a combination of
internally-generated funds and external-source financing. This
acquisition, which is the largest by Orbotech to date, is a major
part of Orbotech's strategy for growth and diversification in its
flat panel display business. "The synergies resulting from the
integration of our two companies' highly complementary skill sets,
technologies and infrastructures will open the door to significant
enhancements in FPD yield management and process control, and will
create potential for other production capabilities in the future,"
said Mr. Rani Cohen, Chief Executive Officer of Orbotech. "It will
allow us to capitalize more comprehensively on current and emerging
opportunities in the flat panel display industry, while building
upon and further expanding our current range of solutions, all of
which will bring added value to our customers and will benefit our
employees and shareholders." Mr. Cohen added: "Photon Dynamics has
very talented employees with first- class expertise, and leading
products that are widely recognized throughout the FPD industry. We
believe that these assets, in addition to Photon Dynamics' strong
technical capabilities and its excellent customer relations, will
benefit FPD customers and positively impact Orbotech's long-term
success." Jeffrey A. Hawthorne, President and Chief Executive
Officer of Photon Dynamics, stated: "We see this new venture as a
very exciting opportunity to provide FPD customers with a
one-stop-shop that offers a complete line of yield management
solutions. By teaming up with Orbotech, which is committed to
investing in innovative technologies, we will be able to grow the
combined business and improve its competitive positioning as we
face a maturing industry." The Boards of Directors of both
companies have approved the acquisition. The transaction is subject
to customary conditions to closing, including approval by Photon
Dynamics' stockholders and requisite regulatory approvals, and is
expected to close during the second half of 2008. Orbotech's
financial advisor on the transaction is Lehman Brothers Inc. and
Photon Dynamics' financial advisor on the transaction is Credit
Suisse Securities (USA) LLC. An Orbotech investor conference call
regarding this acquisition is scheduled for Thursday, June 26,
2008, at 3:00 p.m. EDT. The dial-in number for the conference call
is 210-234-0021, and a replay will be available after 8:00 p.m. EDT
on June 27, 2008 and until 11:59 p.m. EDT on July 11, 2008, on a
telephone number which will be published on the investor relations
section of Orbotech's website. The pass code is ORBOTECH. A live
web cast of the conference call and replay can also be heard by
accessing the investor relations section on Orbotech's website at
http://www.orbotech.com/. About Photon Dynamics, Inc. Photon
Dynamics, Inc. (NASDAQ:PHTN) is a global supplier utilizing
advanced machine vision technology for market leading LCD flat
panel display test and repair systems and for high performance
digital imaging systems for defense, surveillance, industrial
inspection and medical imaging applications. For more information
about Photon Dynamics, visit its website at
http://www.photondynamics.com/. About Orbotech Ltd. Orbotech is
principally engaged in the design, development, manufacture,
marketing and service of yield-enhancing and production solutions
for specialized applications in the supply chain of the electronics
industry. Orbotech's products include automated optical inspection
("AOI") and process control systems for bare and assembled printed
circuit boards ("PCB"s) and for flat panel displays ("FPD"s), and
imaging solutions for PCB production. Orbotech also markets
computer-aided manufacturing and engineering ("CAM") solutions for
PCB production. In addition, through its subsidiary, Orbograph
Ltd., Orbotech develops and markets automatic check reading
solutions to banks and other financial institutions, and has
developed a proprietary technology for web-based,
location-independent data entry for check processing and forms
processing; and, through its subsidiaries, Orbotech Medical Denmark
A/S and Orbotech Medical Solutions Ltd., is engaged in the research
and development, manufacture and sale of specialized products for
application in medical nuclear imaging. Of Orbotech's employees,
more than one quarter are scientists and engineers, who integrate
their multi-disciplinary knowledge, talents and skills to develop
and provide sophisticated solutions and technologies designed to
meet customers' long-term needs. Orbotech maintains its
headquarters and its primary research, development and
manufacturing facilities in Israel, and more than 30 offices
worldwide. Orbotech's extensive network of marketing, sales and
customer support teams throughout North America, Europe, the
Pacific Rim, China and Japan deliver its knowledge and expertise
directly to customers the world over. For more information visit
http://www.orbotech.com/. Except for historical information, the
matters discussed in this communication are forward-looking
statements that are subject to certain risks and uncertainties
which could cause the actual results to differ materially from
those projected, including statements regarding the proposed
business combination and the anticipated consequences and benefits
of such transaction, industry trends, the timing and strength of
product and service offerings, changes in business or pricing
strategies, changes in the prevailing political and regulatory
framework in which the relevant parties operate or in economic or
technological trends or conditions, including currency
fluctuations, inflation and consumer confidence, on a global,
regional or national basis and other risks detailed from time to
time in Orbotech and Photon Dynamics' SEC reports. The Companies
assume no obligation to update any information in this
communication. PHOTON DYNAMICS INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT REGARDING THE BUSINESS
COMBINATION TRANSACTION REFERRED TO ABOVE, WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy
statement will be filed with the Securities and Exchange Commission
by Photon Dynamics, Inc. Investors and security holders of Photon
Dynamics may obtain a copy of the proxy statement (once available)
free of charge, as well as other documents filed by Photon Dynamics
with the SEC, at the SEC's website at http://www.sec.gov/. The
proxy statement (when available) and these other documents may also
be obtained from Photon Dynamics free of charge by direct request
to Photon Dynamics' investor services department. CERTAIN
INFORMATION CONCERNING PARTICIPANTS Photon Dynamics, Inc. and its
directors and executive officers and other members of management
and employees may be deemed to participate in the solicitation of
proxies in respect of the proposed business combination. Investors
of Photon Dynamics may obtain a detailed list of names,
affiliations and interests of Photon Dynamics participants from an
SEC filing under Schedule 14A to be made by Photon Dynamics.
DATASOURCE: Photon Dynamics, Inc. CONTACT: Adrian Auman, Corporate
Vice President of Finance and Investor Relations, +972-8-942-3560,
or Michelle Harnish, Marketing Communications Manager,
+1-978-901-5120, both of Orbotech, Inc. Web site:
http://www.photondynamics.com/ http://www.orbotech.com/
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