To: Ian@SI who wrote (2009 ) 3/4/1999 9:32:00 AM From: Ram Seetharaman Respond to of 2946
Dog eats dog! SVGI and WJ! SVGI GOT DOWNGRADED TO NEUTRAL RECENTLY! Thursday March 4, 8:08 am Eastern Time Company Press Release Watkins-Johnson Signs Letter of Intent to Sell Most of Semiconductor Equipment Business to Silicon Valley Group PALO ALTO, Calif.--(BUSINESS WIRE)--March 4, 1999-- Watkins-Johnson (NYSE:WJ - news), a high technology company in wireless communications and semiconductor equipment, announced today that it has entered into a non-binding letter of intent with Silicon Valley Group (Nasdaq:SVGI - news) to sell most of WJ's Semiconductor Equipment Group (SEG). The purchase price of the transaction will be based upon the net value of the purchased assets and liabilities at the closing date of the transaction. The letter of intent includes the business associated with the atmospheric pressure chemical vapor deposition products (APCVD) and the real estate in Scotts Valley, Calif. and Kawasaki, Japan. Not included are SEG's high-density plasma chemical-vapor-deposition equipment and its associated intellectual property assets, which WJ plans to sell separately. Under the letter of intent, Watkins-Johnson has agreed not to hold discussions with third parties regarding these assets during a due-diligence period. ''This transaction would be the first step in our strategy to maximize value for Watkins-Johnson shareowners by pursuing the sale of Watkins-Johnson as a whole or as separate businesses,'' said W. Keith Kennedy, president and chief executive officer of Watkins-Johnson Company. ''Culmination of the sale of SEG's APCVD business to SVG would be a win-win process for all concerned; our customers would continue to have strong support as a result of Silicon Valley Group's acquisition.'' ''The acquisition of Watkins-Johnson's SEG business would help SVG reinforce its position in the thin films market by adding a field-proven line to our existing Thermco products. It would also enable SVG to serve its customers better by addressing more process steps with low cost-of-ownership solutions,'' said Papken Der Torossian, chairman and chief executive officer of Silicon Valley Group. ''SVG intends to use WJ's intellectual property to help develop advanced CVD and thermal processing products. Additionally, this acquisition would help SVG expand its customer base in the Asian markets, where WJ has a substantial CVD market.'' The proposed acquisition is subject to the customary due diligence; execution of a definitive acquisition agreement; Hart-Scott-Rodino filings; and approval of the boards of directors of both Watkins-Johnson Company and Silicon Valley Group. Silicon Valley Group is a leading manufacturer of automated wafer processing equipment for the worldwide semiconductor industry. The company designs, manufactures and markets technically sophisticated equipment used in the primary stages of semiconductor manufacturing. Its products include photolithography exposure tools; photoresist processing equipment; oxidation, diffusion and low-pressure chemical vapor deposition processing systems; and precision optical components and systems. For more information, visit svg.com . Watkins-Johnson Company specializes in two high-technology business areas. WJ's wireless-communications units produce radio-frequency components, subassemblies and equipment for fixed and mobile networks worldwide. The company's Semiconductor Equipment Group produces atmospheric pressure chemical vapor deposition systems for high-volume integrated-circuit manufacturing. For more information, visit wj.com . Forward-looking Statements This news release, other than the historical financial information, consists of forward-looking statements that involve risks and uncertainties, including the risks of consummation of the sale of the company or its component businesses, quarterly fluctuations in results, the timely availability of new products, the impact of competitive products and pricing, the assurance of executing and closing a definitive agreement to sell SEG's APCVD business, and the other risks detailed from time to time in the company's SEC reports, including the report on Form 10-K for the year ended Dec. 31, 1998. Actual results may vary materially. Contact: Sard Verbinnen & Co. George Sard or Judy Brennan, 212/687-8080 (Media) or Watkins-Johnson, Palo Alto Frank Emery, 650/813-2752 (Investor Contact)