KLA-Tencor intent to acquire ICOS

KLA-Tencor is a supplier of inspection and metrology systems to the global semiconductor industry. ICOS is a supplier of packaging and interconnect inspection solutions for the semiconductor industry. The transaction is expected to close in the second calendar quarter of 2008 and is subject to the following closing conditions: the acceptance of the offer by holders of at least 85% of ICOS’s outstanding shares, ICOS not having distributed any new dividend to its shareholders prior to completion of the bid, the bid must not be subject to review by any governmental authority regulating antitrust, competition or merger control matters in any jurisdiction beyond the initial phase of review for the applicable jurisdiction, and the absence of any material adverse change with respect to ICOS. The board of directors of ICOS has confirmed that it will issue a favourable opinion on the bid and that any board members holding ICOS shares will tender their shares in the offer. The net transaction value (excluding treasury shares and net of cash) is €316.9 million. The transaction value represents a 35% premium to the average closing price of ICOS’s shares over the preceding 90-days. In addition, as part of the bid, KLA-Tencor will offer to purchase at the bid price, under certain circumstances, the ICOS shares underlying all outstanding 2002 employee stock options and 2007 employee warrants. KLA-Tencor expects for the transaction to be accretive to earnings per share in the first year.