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01/31/2018

Ultra Clean Holdings Announces Pricing of Public Offering of Common Stock

HAYWARD, Calif., Jan. 31, 2018 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical systems and subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries, today announced the pricing of an underwritten public offering of 4,761,905 shares of its common stock at a price to the public of $21.00 per share. All of the shares of common stock to be sold in the offering will be offered by Ultra Clean. The offering is scheduled to close on February 2, 2018, subject to customary closing conditions. The underwriters for the offering will also have a 30-day option to purchase up to an additional 714,285 shares of the Company's common stock at the public offering price, less the underwriting discount.

 (PRNewsfoto/Ultra Clean Holdings, Inc.)

The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, capital expenditures, repayment of indebtedness and other general corporate purposes. In addition, Ultra Clean has in the past made acquisitions of complementary businesses and assets and regularly evaluates opportunities to acquire complementary businesses or assets. The Company may use the net proceeds to fund all or a portion of the cost of any such acquisitions, although it has no agreements or understandings with respect to any acquisition at this time.

Needham & Company and Cowen are acting as joint book-running managers for the offering. Craig-Hallum Capital Group is acting as co-manager for the offering.

The shares described above are being offered by Ultra Clean pursuant to an automatic shelf registration statement on Form S-3ASR, including a base prospectus, that was previously filed by Ultra Clean with the Securities and Exchange Commission (the "SEC") on January 5, 2018 and became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering may be obtained from Needham & Company, Attention: Syndicate Prospectus Department, 250 Park Avenue, 10th Floor, New York, New York 10177, or by telephone at (800) 903-3268, or by email at prospectus@needhamco.com, or from Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by telephone at (631) 274-2806.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical systems and subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries. Ultra Clean 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. Ultra Clean's customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, medical, and energy and research industries. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Forward-Looking Statements

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US 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," "projects," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "predicts," and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations with respect to the closing date and use of proceeds of the public offering. All forward-looking statements address matters that involve risks and uncertainties including, without limitation, risks and uncertainties related to the satisfaction of closing conditions related to the public offering, the cash requirements of our business and the fact that our management will have broad discretion in the use of the proceeds from the offering. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ultra Clean's business in general, please refer to Ultra Clean's preliminary prospectus supplement filed with the SEC on January 29, 2018 and accompanying prospectus relating to the offering to be filed with the SEC, including the documents incorporated by reference therein, which includes our Annual Report on Form 10-K filed with the SEC on March 15, 2017 and subsequent periodic reports filed with the SEC. The Company assumes no duty or obligation to update or revise any forward-looking statements for any reason.

Contacts
Annie Leschin/Rhonda Bennetto
(415) 775-1788
annie@streetsmartir.com
rhonda@streetsmartir.com

 

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SOURCE Ultra Clean Holdings, Inc.

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