Teradyne, Inc. (NYSE:TER) and Eagle Test Systems, Inc. (NASDAQ:EGLT)
today announced that they have signed a definitive agreement under which
Teradyne will acquire Eagle Test. Teradyne is a world leader in
System-On-a-Chip (SOC) semiconductor test, while Eagle Test is a leading
provider of analog, mixed-signal and radio frequency semiconductor test
products.
Under the terms of the agreement, Eagle Test shareholders will receive
$15.65 per share in cash. The aggregate purchase price is expected to be
approximately $250 million, net of cash acquired, and includes the fair
value of fully vested employee equity instruments. Teradyne has secured
a bridge financing commitment in connection with the transaction.
The transaction is expected to be accretive to 2009 non-GAAP EPS, after
excluding purchase accounting effects.
“We’re very pleased
to be combining forces with Eagle Test,” said
Mike Bradley, president and CEO of Teradyne. “Eagle
Test has a solid franchise in power management and other analog-dominant
IC test applications, which will complement the SOC test solutions
provided by our FLEX and J750 test systems. We plan to put the full
weight of our worldwide distribution organization behind Eagle Test’s
ETS product line so customers can benefit from this very cost effective
test platform.”
”I am extremely excited about the opportunity
to combine the effectiveness of Eagle Test’s
products and the strength of our financial model with Teradyne’s
tremendous market presence and worldwide distribution and support
organization,” said Len Foxman, CEO,
president and chairman of Eagle Test. “Teradyne’s
sales and marketing infrastructure, along with their global customer
relationships, will greatly accelerate Eagle Test’s
mission to deliver strong customer value and grow our business.”
The acquisition will be subject to customary closing conditions,
including the approval of Eagle Test shareholders, the receipt of
clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and
the absence of a material adverse change with respect to Eagle Test. The
acquisition is expected to close in the fourth quarter of 2008. After
the closing, Eagle Test will be run as a business unit within Teradyne’s
Semiconductor Test Division.
Webcast
A webcast to discuss the acquisition will be held on Tuesday, September
2, 2008 at 4:30 p.m. Eastern Time, Interested investors should access
the webcast at www.teradyne.com
and click on “Investors”
at least five minutes before the call begins. Interested investors can
also call (866) 322-9525 in the U.S. and Canada and (706) 902-0224
outside the U.S. and Canada. The conference call ID is 62585196. A
replay will be available approximately two hours after the completion of
the call. The replay number in the U.S. and Canada is (800) 642-1687 and
outside the U.S. and Canada is (706) 645-9291. The pass code for both
numbers is 62585196. A replay will also be available on the Teradyne
website at www.teradyne.com. Click
on “Investors” for
a link to the replay.
