Hamamatsu Photonics K.K. to acquire Energetiq Technology Inc. of Woburn, Massachusetts, U.S.A.

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BRIDGEWATER, N.J.Sept. 26, 2017 /PRNewswire/ — Hamamatsu Photonics K.K. announces an agreement to acquire Energetiq Technology Inc. (EQ), a manufacturer of Laser Driven Light Sources (LDLS™) and Extreme Ultraviolet (EUV) light sources. The agreement, if consummated, will bring Energetiq into the consolidated group of companies that are owned by Photonics Management Corp. (PMC), of Bridgewater, NJ (USA). Hamamatsu Photonics K.K. owns 100% of the shares of PMC. The consideration for the deal is $42M plus company cash.

There has been a growing demand for light sources with high brightness in the Ultraviolet region. With high brightness sources, semiconductor wafers can be quickly and more accurately inspected for properties such as thickness and pattern accuracy. With the advent of thinner design rules for semiconductors, there is anticipated to be a significant demand for ultra-short wavelength EUV light sources for inspection and metrology in support of EUV photolithography.

EQ’s LDLS have the required high brightness for semiconductor metrology applications. In addition, EQ’s EUV light source have become the workhorse of the EUV community.

Hamamatsu has a long history of developing and marketing light sources such as the Xenon lamp and Mercury Xenon lamp for semiconductor inspection. The addition of EQ’s technology and production ability will help to expand Hamamatsu’s capabilities and product offerings.

Hamamatsu, one of the only companies in the world that offers light sources, solid state and electron tube based detectors and systems, plans to utilize the combined technologies of both companies to speed development of new, value added products. These products may have value in diverse areas, including environmental analysis. Hamamatsu envisions a future where the combined technologies of the companies will result in new and exciting product offerings.

Profile of PMC

(1) Corporate name

Photonics Management Corp.

(2) Location

360 Foothill Road, Bridgewater, NJ 08807, U.S.A.

(3) Name and title of representative

Akira Hiruma, Director

(4) Business description

US Holding Company

(5) Stated capital

US $33,521 thousand (J¥3,687mil.)

 

Transaction Details
The transaction will be conducted through a merger between a special purpose subsidiary of PMC and EQ pursuant to Delaware Corporation Law. PMC has established Photonic Energy Subsidiary, Inc. (SPC) in Delaware as a vehicle to facilitate the merger. The merger will be accomplished by way of a reverse triangular merger resulting in EQ as the surviving company and SPC being dissolved.

Upon merger, shares of EQ will be converted into the right to receive cash consideration. Shares of SPC, owned by PMC, will be converted into common share of EQ. PMC will thus own all shares of EQ after the merger, and EQ will become a wholly-owned subsidiary of PMC.

Profile of Energetiq Technology, Inc. (surviving company)

(1) Corporate name

Energetiq Technology, Inc.

(2) Location

7 Constitution Way, Woburn, MA 01801, U.S.A.

(3) Name and title of representative

Deborah Gustafson, Chief Executive Officer

(4) Business description

Development, Manufacture and Sale of
Semiconductor Inspection Light Sources

(5) Stated capital

US $5 thousand (J¥550 thousand)

(6) Date established

February 24, 2004

(7) Shareholders*

Capital relation

None

Personnel relation

None

Business relation

None

*Details of shareholders and financial information are not disclosed by management decision.

 

Profile of SPC (merger subsidiary)

(1)   Corporate name

Photonics Energy Sub

(2)   Location

Wilmington, Delaware, U.S.A.

(3)   Representative

Akira Hiruma, Director

(4)   Business description

Established for the purpose of effecting the merger

(5)   Stated capital

US $1

(6)   Date established

September 14, 2017

(7)   Shareholder and ownership ratio

Photonics Management Corp. (PMC) 100%

 

Shareholders from which the shares are being acquired
There are 95 shareholders in total of Energetiq Technology, Inc., consisting of management, employees and corporations. It is the management decision not to disclose a profile of shareholders. None of the shareholders have any capital, personnel and business relations with Hamamatsu Photonics and PMC.

Shares of Energetiq Technology, Inc. owned by PMC Before and After the Transaction

(1)   Number of shares held before the Transaction

0 shares

(Number of voting rights: 0)

(Ratio of voting rights held: 0%)

(2)   Number of shares acquired

5,659 thousand shares

(number of voting rights: 5,659 thousand)

(3)   Acquisition price

Acquisition price: US $42 million (J¥4,620 mil.) plus cash
balance owned by Energetiq at closing day

Advisory fee, etc. (estimated): US $625 thousand (J¥68 mil.)

Total (Estimated): 4.7 billion yen excluding cash balance at closing day

US $1 = 110 yen

(4)   Number of shares held after the Transaction

1 share

(Number of voting right: 1)

(Ratio of voting rights held: 100.0%)

 

Schedule

(1)   Resolution by the Board of Directors

September 11, 2017

(2)   Contract date

September 20, 2017

(3)   Closing of Transaction

Expected to be within 30 days of Contract date

 

Outlook for the future
It is expected that there shall be no material effect due to the Transaction on the consolidated financial outlook of Hamamatsu Photonics K.K. for the fiscal year ending September 30, 2017.

About Hamamatsu Corporation
Hamamatsu Corporation is the North American subsidiary of Hamamatsu Photonics K.K. (Japan), a leading manufacturer of devices for the generation and measurement of infrared, visible, and ultraviolet light. These devices include photodiodes, silicon photomultipliers, photomultiplier tubes, scientific light sources, infrared detectors, photoconductive detectors, and image sensors. The parent company is dedicated to the advancement of photonics through extensive research. This corporate philosophy results in state-of-the-art products which are used throughout the world in scientific, industrial, and commercial applications.

Information furnished by Hamamatsu Corporation is believed to be reliable. However, no responsibility is assumed for possible inaccuracies or omissions. Specifications are subject to change without notice.

SOURCE Hamamatsu Photonics K.K.

CONTACT: Miyuki Matsumine, Hamamatsu Corporation, Phone: (908) 231-0960 / Fax: (908) 231-1218, Email: mmatsumine@hamamatsu.com