02.28.06
ULTRA CLEAN AND CERTAIN STOCKHOLDERS LAUNCH OFFERING
OF 5.75 MILLION SHARES OF COMMON STOCK
MENLO PARK, CA, February 28, 2006 — Ultra Clean
Holdings, Inc. (Nasdaq: UCTT), the parent company of Ultra Clean Technology
Systems and Service, Inc., announced today that it plans to offer 2,000,000
shares of its common stock and that certain of its stockholders plan
to sell 3,750,000 shares of common stock in an underwritten public offering.
Ultra Clean and the selling stockholders also plan to grant the underwriters
a 30 day option to purchase up to an aggregate of 862,500 additional
shares of common stock, solely to cover overallotments, if any.
Ultra Clean intends to use the net proceeds to it from the offering
for working capital and other general corporate purposes, including potential
acquisitions of companies or technologies that complement its business.
J.P. Morgan Securities Inc. is the sole bookrunner of this offering,
Piper Jaffray & Co. is acting as co-lead manager and Needham & Company,
LLC is acting as co-manager.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy any of the securities nor shall there be any sale
of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state. This offering of shares of common
stock may be made only by means of a prospectus. Copies of the prospectus
can be obtained from J.P. Morgan Securities Inc., Prospectus Department,
One Chase Manhattan Plaza, New York, New York 10081, telephone (212)
552-5164.
Ultra Clean Holdings, Inc. is a developer and supplier of critical subsystems
for the semiconductor capital equipment industry.
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. 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 our
annual report on 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.
