MENLO PARK, CA,
JUNE 29, 2006
/PRNewswire Ultra Clean Holdings, Inc. (Nasdaq: UCTT),
a leading developer and supplier of critical subsystems for the semiconductor
and flat panel capital equipment industries, today reported that it is acquiring
Sieger Engineering, Inc. (Sieger), also a supplier of critical subsystems to
the semiconductor and flat panel, as well as medical, capital equipment industries. By
acquiring Sieger, UCTT further expands its served markets and leverages its existing
operations in China while adding additional outsourced manufacturing capabilities.
UCTT will pay approximately $50 million to complete the transaction,
which is expected to close today. The consideration will consist
of $16 million in cash, approximately 2.47 million shares of UCTT common
stock, and the assumption of approximately $15 million of debt. The
consideration is subject to a post-closing balance sheet adjustment.
Founded in 1981 and based in South San Francisco, Sieger generated
approximately $86 million of revenue and $4 million of operating income
in its last fiscal year ended December 31, 2005.
Clarence Granger, UCTT's Chief Executive Officer, commented
on the acquisition: "We are very pleased to add Sieger's
complementary capabilities to UCTT in a synergistic transaction. We
expect the transaction to be accretive to earnings for the balance
of 2006 and for all of 2007. Like UCTT, Sieger has experienced
growth at a faster pace than the overall industry because of its flexible
business model, which is well suited to meet our customers' needs
for outsourced manufacturing."
"We are excited about joining UCTT and for the growth potential
that this transaction represents for our customers and employees," said
Leonard Mezhvinsky, President and CEO of Sieger. "I look
forward to contributing in my new role as President of UCTT in charge
of manufacturing operations."
Granger continued: "Through this acquisition we add scale,
as our combined revenue for 2005 would have been $234 million, a 59%
increase over UCTT's calendar year 2005 revenue of $147 million.
We also expect to significantly increase our non-gas delivery subsystem
revenue and subsystem integration capabilities, since there is no overlap
among our product lines. This combination should enhance our
competitive positions in our targeted markets."
UCTT will conduct a conference call on Thursday, June 29, 2006, beginning
at 2:30 pm PDT at 888/723-8350 (domestic) and 706/634-0135 (international).
A replay of the webcast will be available for fourteen days following
the conference call at 800/633-8284 (domestic) and 402/977-9140 (international).
The confirmation number for the live broadcast and replays is 21298378
(all callers). Website
slides will also be available on www.uct.com.
The conference call will also be webcast live and be available for
fourteen days on our website.
Ultra Clean Holdings, Inc. is a developer and supplier of critical
subsystems for the semiconductor and flat panel capital equipment industries. UCTT
offers its customers an integrated outsourced solution for gas delivery
systems and other subassemblies, improved design-to-delivery cycle
times, component neutral design and manufacturing and component testing
capabilities. UCTT's customers are primarily original equipment manufacturers
of semiconductor capital equipment. UCTT is headquartered in Menlo
Park, California. Additional information is available at www.uct.com.
Sieger Engineering, Inc. is a supplier of critical subsystems to the
semiconductor, flat panel and medical capital equipment industries. Sieger
is headquartered in South San Francisco, California. Additional information
is available at www.siegereng.com.
The foregoing information contains, or may be deemed to contain, "forward
looking statements" (as defined in the U.S. Private Securities
Litigation Reform Act of 1995) which reflect our current views with
respect to future events and financial performance. We use words such
as "anticipates," "believes," "plan," "expect," "future,"' "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and
similar expressions to identify these forward-looking statements. Forward
looking statements included in the press release include estimates
made with respect to our second quarter revenue and diluted earnings
per share. All forward-looking statements address matters that
involve risks and uncertainties. Accordingly, our actual results may
differ materially from the results predicted or implied by these forward-
looking statements. These risks, uncertainties and other factors include,
among others, those identified in "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations''
and elsewhere in the Company's Form 10-Q for the quarter ended
March 31, 2006 and Form 10-K for the year ended December 31, 2005 filed
with the Securities and Exchange Commission. Ultra Clean Holdings,
Inc. undertakes no obligation to publicly update or review any forward-looking
statements, whether as a result of new information, future developments
or otherwise. |