Notable Mergers and Acquisitions of the Day 11/17: AMAT/SMTL, GR, PLA

November 17, 2009 10:37 AM EST

• Applied Materials, Inc. (Nasdaq: AMAT) and Semitool, Inc. (Nasdaq: SMTL) today announced a definitive agreement for Applied to acquire the outstanding shares of Semitool for $11 per share in an all-cash tender offer.
  
  Under terms of an agreement approved by the boards of directors of both companies, Applied Materials will pay an aggregate purchase price of approximately $364 million based on the fully diluted capitalization of Semitool. The acquisition will be conducted pursuant to a tender offer for all of the outstanding shares of Semitool and is conditioned on the tender of at least 66 2/3 percent of Semitool's outstanding stock on a fully-diluted basis and other customary closing conditions including regulatory approval. Directors and executive officers of Semitool holding approximately 32 percent of Semitool's outstanding common stock have entered into agreements to tender their shares. Applied expects to commence the tender offer promptly and expects the offer to close by the end of calendar 2009. Following completion of the tender offer, Applied will acquire any remaining shares of Semitool through a second-step merger at the same price paid in the tender offer. Semitool will be operated as a business unit of Applied's Silicon Systems Group.
  
  
• Goodrich Corporation (NYSE: GR) has signed an agreement with an investment affiliate of J.F. Lehman & Company to acquire AIS Global Holdings LLC. AIS, known as Atlantic Inertial Systems, is a leading provider of mission-critical guidance, stabilization and navigation products and systems for the military and defense market. The transaction is expected to close by the end of 2009, subject to customary government approvals.
  
  Sales in 2009 for the business are expected to be approximately $180 million, and are expected to grow significantly over the next several years. The purchase price is approximately $375 million, reflecting a multiple of slightly less than nine times 2009 estimated adjusted earnings before interest, taxes, depreciation and amortization. The acquisition is expected to be slightly accretive to earnings in 2010, including the impact of purchase accounting adjustments.
  
  
• In response to press inquiries, Golden Gate Capital announced that it is not and will not be involved in any way with any potential acquisition of Playboy Enterprises, Inc. (NYSE: PLA).

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