ASML (ASML) to Acquire Cymer (CYMI) in EUR 1.95B Deal
ASML Holding NV (NASDAQ: ASML) and Cymer, Inc. (Nasdaq: CYMI) entered into a definitive agreement under which ASML will acquire all outstanding shares of Cymer in a cash-and-stock transaction currently valued at EUR 1.95 billion.
The transaction, which was unanimously approved by the boards of directors of ASML and Cymer, would entitle each Cymer shareholder to receive US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share. The total price reflects a premium of 61 percent over Cymer's 30-day volume-weighted average price (VWAP) and 52 percent over its 90-day VWAP, using ASML's VWAP for the comparable period ending 16 October 2012.
As a result of the transaction, ASML will also acquire Cymer's DUV business. This technology is expected to remain a significant and growing engine of sales and profit and will be well positioned to support and balance customer needs for EUV and immersion multiple patterning. ASML intends to manage Cymer's commercial operations as an independent division based in the United States, and will continue to deliver and service DUV and EUV sources for all customers on an arm's length basis. ASML scanners will continue to interface with light sources from all manufacturers.
The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions, including review by U.S. and international regulators and approval by Cymer's shareholders. Excluding non-cash purchase price accounting adjustments, the transaction is expected to be accretive to ASML's EPS in the second year after closing.
The transaction, which was unanimously approved by the boards of directors of ASML and Cymer, would entitle each Cymer shareholder to receive US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share. The total price reflects a premium of 61 percent over Cymer's 30-day volume-weighted average price (VWAP) and 52 percent over its 90-day VWAP, using ASML's VWAP for the comparable period ending 16 October 2012.
As a result of the transaction, ASML will also acquire Cymer's DUV business. This technology is expected to remain a significant and growing engine of sales and profit and will be well positioned to support and balance customer needs for EUV and immersion multiple patterning. ASML intends to manage Cymer's commercial operations as an independent division based in the United States, and will continue to deliver and service DUV and EUV sources for all customers on an arm's length basis. ASML scanners will continue to interface with light sources from all manufacturers.
The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions, including review by U.S. and international regulators and approval by Cymer's shareholders. Excluding non-cash purchase price accounting adjustments, the transaction is expected to be accretive to ASML's EPS in the second year after closing.