Nanometrics, Rudolph Technologies Agree To All-stock Merger Of Equals

(RTTNews) - Semiconductor companies Nanometrics Inc. (NANO) and Rudolph Technologies, Inc. (RTEC) announced Monday that they have agreed to combine in an all-stock merger of equals transaction. The merger joins together two highly complementary, leading semiconductor inspection and metrology companies. The combination is expected to expand the companies' served market opportunity to about $3 billion.

Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Rudolph stockholders will receive 0.8042 shares of Nanometrics common stock for each Rudolph share.

The transaction is expected to close in the second half of 2019, subject to the completion of customary closing conditions, including receipt of regulatory approvals, and approval by the stockholders of each company.

Upon completion of the merger, current Nanometrics and current Rudolph stockholders will each own about 50 percent of the combined company.

The combined company is expected to drive long-term shareholder value through cost synergies and revenue growth opportunities with annual cost synergies of at least $20 million expected. The companies expect additional potential upside from revenue synergies through cross-selling and software modules.

Rudolph CEO Michael Plisinski will serve as Chief Executive Officer and Rudolph CFO Steven Roth will serve as Chief Financial Officer of the combined company.

The Board of Directors will be led by Nanometrics director Christopher Seams and will have 12 directors, consisting of six from each existing Board. The combined company will be headquartered in Wilmington, Massachusetts and will maintain a strong presence at Nanometrics' headquarters in Milpitas, California.