Acquisition!!--Advanced Technology Materials Inc. (NASDAQ:ATMI), today announced the
execution of a definitive merger agreement with Lawrence
Semiconductor Laboratories and related entities ("Lawrence
Semiconductor") in a stock swap valued at $78 million.
ATMI's Epitronics business will be combined with Lawrence
Semiconductor. ATMI hopes to close the transaction during the third
quarter of 1997, subject to ATMI shareholder approval and the
satisfaction of other customary conditions.
The agreement provides for Lawrence Semiconductor to become a
subsidiary of ATMI, and for the transaction to be accounted for as a
"pooling of interests." Approximately 4.2 million common shares of
the new ATMI holding company would be exchanged for the interests in
Lawrence Semiconductor, although the final number of shares will not
be determined until the date of shareholder approval. Monte
Lawrence, the principal owner of Lawrence Semiconductor, would join
ATMI's Board of Directors and serve as a consultant to Lawrence
Semiconductor. The current president of ATMI's Epitronics
subsidiary, Dr. Duncan Brown, would assume responsibility for the
operations of Lawrence Semiconductor.
Lawrence Semiconductor specializes in the manufacture of
epitaxial or "epi" thin silicon films by chemical vapor deposition.
Epitaxial layers are ultra high quality thin films with precisely
controlled electrical properties and are required for the manufacture
of many integrated circuits and discrete semiconductor devices.
Lawrence Semiconductor has approximately 85 employees and is based
in Mesa, Arizona. ATMI's Epitronics subsidiary provides epi services
for next generation materials such as gallium arsenide and silicon
carbide. Lawrence's revenues grew in excess of 40% during calender
year 1996, to greater than $20 million. Net income for Lawrence
Semiconductor in 1996, excluding certain non-recurring expenses, was
approximately $4 million. ATMI expects this acquisition to be
accretive to earnings in 1997, and expects to recognize
transaction-related costs of approximately $1.5 million in the period
this transaction closes.
ATMI is a leading provider of advanced semiconductor materials
and environmental equipment. It is also developing next-generation
semiconductor devices based on its chemical vapor deposition
technologies. |
