Amtech Systems (ASYS) to Acquire BTU Int'l (BTUI) for ~$3.33/Share

Amtech Systems, Inc. (Nasdaq: ASYS) and BTU International, Inc. (Nasdaq: BTUI) announced that the companies have entered into a definitive merger agreement under which Amtech will acquire all the outstanding stock of BTU in an all-stock transaction. BTU stockholders will receive 0.3291 shares of Amtech common stock for every share of BTU common stock and will own approximately 23.9% of the combined company. The combined company will own an attractive and diverse portfolio of technology solutions and products and generated pro forma revenues of $94.7 million based on the results for the twelve month period ended June 30, 2014 and June 29, 2014 for Amtech and BTU, respectively.

"The addition of BTU supports our business model of growth through strategic acquisition and continuous innovation. This acquisition further advances our strategy to expand our technology portfolio in adjacent markets and creates a strong platform to drive the growth of our solar business," said J.S. Whang, executive chairman of Amtech. "With the addition of BTU, Amtech will have a more diversified and profitable revenue base, allowing us to better scale production and distribution of our solar technology to meet accelerating demand for next-generation technology solutions."

"The combination with BTU further enhances our position as a leading, global supplier of solar and semiconductor production and automation systems. BTU provides Amtech with complementary thermal processing technologies in the semiconductor, electronics and solar sectors, and strengthens our footprint in China and other key geographic markets with attractive growth trends," said Fokko Pentinga, chief executive officer of Amtech. "Our shared focus on service, innovation and quality will further strengthen our highly respected market-brands and enhance our ability to serve our customers. We look forward to welcoming the talented and dedicated BTU team to the Amtech family, where together we will achieve new levels of growth, innovation and service."

"This transaction brings significant benefits to our clients, employees and stockholders," said Paul J. van der Wansem, chairman and chief executive officer of BTU. "We are confident that our customers and employees will benefit from the larger scale, broadened product portfolio and greater geographic reach of the combined company. The transaction also enables BTU stockholders to participate in the significant growth prospects of the combined company. Amtech and BTU are proven industry leaders in their respective products and markets and together we will continue to build on the solid momentum our team worked so hard to create."

Following the transaction's close, Amtech expects to maintain BTU's presence in existing locations, including North Billerica, Massachusetts and Shanghai, China. Amtech will expand its board of directors by one seat, which will be filled by Mr. van der Wansem. In addition, Mr. van der Wansem will join the Amtech management executive committee. Peter Tallian, chief operating officer of BTU, will be the general manager of the BTU International division.

Terms of the Transaction

Under the terms of the transaction, which has been unanimously approved by the board of directors of both companies, Amtech will issue 0.3291 newly registered shares of common stock for each share of BTU stock currently outstanding, in a tax-free exchange. Upon completion of the transaction, Amtech and BTU stockholders will own approximately 76.1% and 23.9%, respectively, of the combined company. Based upon the closing price of Amtech stock on October 21, 2014, the transaction values BTU at approximately $3.33 per common share, representing a premium of 4.2% over the last reported closing price of BTU stock on October 21, 2014. As part of the transaction, Mr. van der Wansem, BTU's largest stockholder, has entered into a voting agreement to vote in favor of the transaction.

The combined company is expected to generate $4 – 5 million of annual operating expense savings within 12 months post-closing. Amtech expects the transaction to be accretive to fiscal year 2015 non-GAAP EPS.

The transaction is expected to close in the first quarter of 2015, subject to customary closing conditions, regulatory approval and stockholder votes at Amtech and BTU.

Advisors

Stifel is acting as Amtech's exclusive financial advisor and Squire Patton Boggs is acting as legal counsel to Amtech. Needham & Company is acting as BTU's financial advisor and Pierce Atwood is acting as legal counsel to BTU.

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