Bilthoven, The Netherlands, and Milpitas, California, March 2, 2004 --- ASM International N.V. (NASDAQ: ASMI and Euronext Amsterdam: ASM) and NuTool, Inc., a privately-held semiconductor equipment company based in Milpitas, California, today announced that they have entered into a definitive agreement for ASMI to acquire NuTool. NuTool is providing through the patented Electrochemical Mechanical Deposition (ECMD(TM)) a unique planar Copper deposition technology to a market that still is early in its development but is expected to grow substantially over the coming years.
ASMI currently owns preferred stock representing approximately 15% of the fully-diluted common stock of NuTool. ASMI will acquire the remaining 85% of NuTool in exchange for shares of ASMI common stock. The number of shares to be issued will be determined based on the market value of ASMI common stock as of the closing date. Based on the current market value of ASMI common stock, the number of ASMI common shares to be issued at closing would be less than 4% of the total ASMI shares outstanding, plus up to an additional 2% over the next three years based on NuTool's achievement of various performance targets.
In making the announcement, Arthur del Prado, president and CEO of ASM International, stated, "While ASMI's traditional strengths in the wafer processing segment have been in the area of front-end-of-line (FEOL) or transistor formation, we see this strategic acquisition as crucial to accelerating the development and commercialization of advanced back-end-of-line (BEOL) copper/low-k interconnect technologies. We believe the integration of the advanced NuTool copper technologies with our own leading technologies offers us a unique opportunity to expand and grow our market position in BEOL. In the highly competitive technology environment, an opportunity, like this, rarely comes along that allows a company to accelerate its own technology roadmap.
"NuTool's unique and patented solutions for a planar copper deposition and removal of copper in a planar fashion offers great advantages and solves many technology hurdles on the Back End of Line roadmap. Particularly together with ASMI's successful low-k dielectric product offerings, the acquisition complements ASMI's suite of metals and dielectric film deposition technologies, required to accelerate the integration of low-k dielectrics in advanced interconnect. Furthermore, NuTool's innovative technology in the area of low mechanical impact CMP, provides ASMI with the planar copper removal technology required for integration of ultra- and extreme low-k films."
Mr. Homayoun Talieh, President and founder of NuTool commented, "ASMI and NuTool have already enjoyed a very successful two-year cooperative partnership addressing process integration in advanced interconnect. As a member of the ASMI organization NuTool will have access to additional financial, marketing and sales support to increase customer penetration and to accelerate our internal development programs. With its technology leadership in Chemical Vapor Deposition (CVD) low-k films, Atomic Layer CVD(TM) (ALCVD) thin films, and anneal technologies, we believe ASMI is the ideal partner for NuTool with our leadership in ECMD(TM) deposition technologies."
The transaction is subject to NuTool stockholder approval and is expected to close in May 2004. This press release is not an offer of securities, nor the solicitation of an offer to purchase securities.
ASM International and NuTool Conference Call Information:
ASM International and NuTool, Inc. will host an investor conference call and web cast on Tuesday, March 2, 2004 at 17:00 Continental European Time, 11:00 US Eastern time, and 8:00 US Pacific time.
The teleconference dial-in numbers are as follows:
United States - +1 800.901.5247
International - +1 617.786.4501
Participant Pass code: 44618182
A simultaneous web cast will be accessible at www.asm.com
The teleconference will be available for replay for two weeks, commencing one hour after completion of the live broadcast.
The replay dial-in numbers are:
United States - +1 888.286.8010
International - +1 617.801.6888
Passcode: 76281814
About NuTool and ASM
With headquarters in Milpitas, California, NuTool, Inc. designs, manufactures, and markets innovative Cu Damascene process technologies and equipment to the semiconductor industry. With nearly 120 patents issued and pending, the Company is driving technology innovations for copper plating, planarization, and removal on a single platform that eases constraints on traditional design rules and reduces the cost of ownership of Cu Damascene processing. Additional information about NuTool is available at www.nutool.com.
ASM International N.V. headquartered in Bilthoven, the Netherlands, is a global company servicing one of the most important and demanding industries in the world. The Company possesses a strong technology base, state-of-the-art manufacturing facilities, a competent and qualified workforce and a highly trained, strategically distributed support network. ASM International and its subsidiaries design and manufacture equipment and materials used to produce semiconductor devices. ASM International and its subsidiaries provide production solutions for wafer processing (Front-end segment) as well as assembly and packaging (Back-end segment) through facilities in the United States, Europe, Japan and Asia. ASM International's common stock trades on NASDAQ (symbol ASMI) and the Euronext Amsterdam Stock Exchange (symbol ASM). For more information, visit ASMI's website at www.asm.com.
Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: All matters discussed in this statement, except for any historical data, are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include, but are not limited to, economic conditions and trends in the semiconductor industry, currency fluctuations, the timing of significant orders, market acceptance of new products, competitive factors, litigation involving intellectual property, shareholder and other issues, commercial and economic disruption due to terrorist activity, armed conflict or political instability and other risks indicated in the Company's filings from time to time with the U.S. Securities and Exchange Authorities.
ASM is a registered trademark of ASM International N.V.
