(By Balaseshan) FSI International Inc. (NASDAQ:FSII), a supplier of surface conditioning equipment, said it has agreed to be acquired by Japan's Tokyo Electron Ltd. for about $252.5 million. Following the news, shares of FSI touched a new yearly high.
Tokyo Electron, through an indirect subsidiary, will commence a cash tender offer to purchase all of the outstanding shares of FSI's common stock for $6.20 per share in cash, representing a 53.5% premium to FSI's Friday closing price.
The board of directors of FSI unanimously recommends that FSI's shareholders tender their shares into the tender offer. Tokyo Electron will finance the acquisition from its existing cash resources.
The agreement also provides for the parties to effect, subject to customary conditions, a merger following the completion of the tender offer that would result in all shares not tendered in the tender offer being converted into the right to receive $6.20 per share in cash.
The acquisition, which will be completed pursuant to a cash tender offer followed by a second step merger, has been unanimously approved by the boards of directors of Tokyo Electron and FSI. The transaction is expected to close in calendar 2012.
Tokyo Electron said surface preparation has increasingly become a critical technology in semiconductor manufacturing, and the company is focused on improving its market position. FSI is a provider of cleaning and surface preparation equipment with process capabilities complementary to Tokyo Electron's offerings.
Goldman Sachs is serving as exclusive financial adviser to Tokyo Electron in connection with the acquisition, and Jones Day is its legal adviser. Barclays is serving as exclusive financial adviser to FSI in connection with the acquisition, and Faegre Baker Daniels LLP is its legal adviser.
FSII is trading 52.23% higher at $6.15 on Monday. The stock has been trading between $1.70 and $6.20 for the past 52 weeks.