KLA-Tencor to Acquire ICOS Vision Systems

KLA-Tencor Corporation (NASDAQ:KLAC) and ICOS Vision Systems Corporation NV (Euronext:IVIS) jointly announced an agreement under which KLA-Tencor will make a friendly tender offer to acquire ICOS in a cash transaction valued at €36.50 per share. KLA-Tencor is the leading supplier of inspection and metrology systems to the global semiconductor industry; ICOS is a leading supplier of packaging and interconnect inspection solutions for the semiconductor industry, and has a market leadership position in the inspection of photovoltaic solar technologies and LED lighting products.

The transaction is expected to close in the second calendar quarter of 2008 and is subject to the following closing conditions: (a) the acceptance of the offer by holders of at least 85% of ICOS’s outstanding shares, (b) ICOS not having distributed any new dividend to its shareholders prior to completion of the bid, (c) the bid must not be subject to review by any governmental authority regulating antitrust, competition or merger control matters in any jurisdiction beyond the initial phase of review for the applicable jurisdiction, and (d) the absence of any material adverse change with respect to ICOS. The board of directors of ICOS has confirmed that it will issue a favorable opinion on the bid (subject to the filing by KLA-Tencor with the Belgian “Commissie voor het Bank-, Financie- en Assurantiewezen/Commission bancaire, financière et des assurances” of a final prospectus compliant with all applicable requirements) and that any board members holding ICOS shares will tender their shares in the offer.

The net transaction value (excluding treasury shares and net of cash) is €316.9 million (approximately $465.8 million). The transaction value represents a 35% premium to the average closing price of ICOS’s shares over the preceding 90-days. In addition, as part of the bid, KLA-Tencor will offer to purchase at the bid price, under certain circumstances, the ICOS shares underlying all outstanding 2002 employee stock options and 2007 employee warrants. KLA-Tencor expects for the transaction to be accretive to earnings per share in the first year.

“ICOS has exceptional synergy with KLA-Tencor in both markets and technologies, and would provide us with additional opportunities for both growth and diversification,” said Rick Wallace, CEO of KLA-Tencor. “Our two companies serve adjacent markets and offer complementary technologies, making this a good fit for both parties, and we believe that ICOS’s growth potential will be even greater as part of KLA-Tencor. This acquisition would give KLA-Tencor a significant presence in semiconductor packaging inspection, as well as in fast-growing markets like solar and LED lighting, setting the stage for ongoing growth outside KLA-Tencor’s primary market in semiconductor fab operations.”

ICOS’s primary business is the design and manufacture of inspection equipment for semiconductor packaging and interconnect applications. ICOS’s systems also perform inspection of solar wafers and solar cells at different stages of production enabling solar manufacturers to effectively monitor the production process. The inspection modules allow fast, efficient and reliable optical classification of solar cells at the different stages of the production flow.

Anton De Proft, ICOS’s president and chief executive officer, said, “I believe that combining the strengths of KLA-Tencor and ICOS would significantly increase our growth potential and provide remarkable resources for advanced technical development of our existing products and technologies. Both companies have highly complementary market positions, with no overlap in product lines.”

About KLA-Tencor
KLA-Tencor is the world leader in yield management and process control solutions for semiconductor manufacturing and related industries. Headquartered in San Jose, California, the Company has sales and service offices around the world. An S&P 500 company, KLA-Tencor is traded on the NASDAQ Global Select Market under the symbol KLAC.

About ICOS
ICOS designs and manufactures inspection equipment for semiconductor packaging and interconnect applications. It is a world-leading supplier of equipment for the visual inspection of IC’s, before they are used in various applications such as PC’s, portable phones or cars. ICOS’s systems perform two- and three-dimensional (2D and 3D) inspection of IC’s, wafers, solar cells, substrates, sockets, etc. ICOS offers stand-alone inspection systems, as well as inspection modules for integration. ICOS is headquartered in Leuven, Belgium and has R&D centers in Belgium, Germany and Hong Kong, sales and support offices in Japan, the USA, Singapore, Hong Kong, Korea and Taiwan and production facilities in Belgium, Hong Kong and China.