KLA-Tencor to acquire Orbotech for $69.02 per share
KLA-Tencor (KLAC) and Orbotech (ORBK) announced they have entered into a definitive agreement pursuant to which KLA-Tencor will acquire Orbotech for $38.86 in cash and 0.25 of a share of KLA-Tencor common stock in exchange for each ordinary share of Orbotech, implying a total consideration of approximately $69.02 per share.
The transaction values Orbotech at an equity value of approximately $3.4B and an enterprise value of $3.2B. In addition, KLA-Tencor announced a $2B share repurchase authorization. The share repurchase program is targeted to be completed within 12 to 18 months following the close of this transaction.
Total cost synergies are expected to be approximately $50M on an annualized basis within 12 to 24 months following the closing of the transaction, and the transaction is expected to be immediately accretive to KLA-Tencor’s revenue growth model, non-GAAP earnings and free cash flow per share.
The transaction has been approved by the Board of Directors of each company and is expected to close before the end of calendar year 2018, subject to approval by Orbotech’s shareholders, required regulatory approvals and the satisfaction of the other customary closing conditions.
No approval by KLA-Tencor stockholders is required. The transaction is not subject to any financing conditionality. KLA-Tencor intends to fund the cash portion of the purchase price with cash from the combined company’s balance sheet.
In addition, KLA-Tencor intends to raise approximately $1B in new long-term debt financing to complete the share repurchase.
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