Applied Materials, Inc. (“Applied”) (Nasdaq: AMAT) today announced a definitive agreement under which Applied will acquire all outstanding shares of Kokusai Electric Corporation (“Kokusai Electric”) for $2.2 billion in cash from global investment firm KKR.
Kokusai Electric is a company providing high-productivity batch processing systems and services for memory, foundry and logic customers. These systems complement Applied’s leadership portfolio in single-wafer processing systems. Kokusai Electric has strong customer relationships, world-class supply chain and manufacturing capabilities in Japan and Asia, and a talented team of employees.
Following the close of the transaction, Kokusai Electric will operate as a business unit of Applied’s Semiconductor Products Group and continue to be based in Tokyo, with technology and manufacturing centers in Toyama, Japan and Cheonan, Korea. The acquisition is expected to be immediately accretive to Applied’s non-GAAP earnings per share at close.
The transaction has been approved by the Applied Materials Board of Directors. The transaction is expected to close within approximately 12 months and is subject to regulatory approvals and other customary closing conditions.
“Kokusai Electric has a strong culture of innovation along with excellent customer relationships and serves fast-growing areas of the wafer fab equipment market,” said Gary Dickerson, president and CEO of Applied Materials. “By bringing Kokusai Electric’s talented team into Applied, we believe we will accelerate innovation for customers and create significant value for our shareholders.”
“The opportunity to combine with Applied Materials will be very attractive for Kokusai Electric’s customers and employees alike,” said Fumiyuki Kanai, president and CEO of Kokusai Electric. “We are excited about the opportunity to integrate Kokusai Electric’s experienced team with Applied’s global development, customer support and services capabilities. We believe the combination will accelerate our ability to bring exciting new technologies to customers.”
Applied expects to finance the transaction using a combination of balance sheet cash and a term loan facility. Following the close of the transaction, the company will prioritize repayment of the term loan balance while maintaining its long-term commitment to return cash to shareholders through dividends and share repurchases.
Goldman Sachs & Co. LLC served as exclusive financial advisor, and Hogan Lovells and Cleary Gottlieb Steen & Hamilton LLP served as legal counsel for Applied Materials.