Dec 3 2013
LTX-Credence Corporation, today announced an important step in the evolution of the semiconductor test cell with the completion of its acquisition of the Multitest and Everett Charles Technologies (ECT) businesses of Dover Corporation.
LTX-Credence and Dover Printing & Identification, Inc., a subsidiary of Dover Corporation (Dover), have completed the previously announced acquisition by LTX-Credence of the assets and stock exclusively and primarily related to the Multitest and ECT businesses, including the stock of Everett Charles Technologies LLC, for a purchase price of $93.5 million, of which $73.5 million was paid in cash through a combination of existing cash-on-hand and bank debt and $20.0 million was paid by the issuance of a promissory note by LTX-Credence to Dover. The purchase price is subject to customary adjustments.
The combination of LTX-Credence, Multitest and ECT provides LTX-Credence with the opportunity to serve a greater share of the semiconductor test cell, while increasing access to the electronics manufacturing industry. The combined company is the only provider of comprehensive test solutions and services for the semiconductor and printed circuit board markets—redefining the test cell by assembling best-in-class technology from three market-leading companies into new, innovative solutions.
On November 27, 2013, in anticipation of the completion of the acquisition and to fund the purchase price therefor, LTX-Credence entered into a credit agreement (the Credit Agreement) with Everett Charles Technologies LLC (ECT and together with LTX-Credence, the Borrowers), Silicon Valley Bank, as lender, administrative agent and issuing lender (SVB), and the several lenders from time to time party thereto (the Lenders). The Credit Agreement provides for a senior secured credit facility in favor of the Borrowers in the aggregate principal amount of up to $55.0 million (the Facility). The Facility consists of a term loan facility for $50.0 million (the Term Loan), that was advanced to LTX-Credence on November 27, 2013 (the Funding Date), and a revolving credit facility (including a letter of credit facility) for up to $5.0 million that is available from time to time for five years after the Funding Date. Under the terms of the Credit Agreement, not more than one time during the period commencing on the Funding Date until the close of business on the date that is one day prior to the 42-month anniversary of the Funding Date, the Facility may be increased by an aggregate amount not to exceed $20.0 million through an additional facility on a pari passu basis with the Term Loan, subject to specified conditions and the agreement of one or more Lenders to participate therein. All obligations under the Facility are secured by a first priority security interest in substantially all of the Borrowers' existing and future assets, including a pledge of the stock or other equity interests of the Borrowers' domestic subsidiaries and of any first tier foreign subsidiaries, subject to specified conditions.
LTX-Credence expects to include the anticipated impact of its acquisition of the Multitest and Everett Charles Technologies businesses from affiliates of Dover Corporation in the second quarter fiscal 2014 guidance that it will provide during its previously scheduled conference call to discuss its first quarter fiscal 2014 financial results on December 3, 2013 at 10:00 a.m. EST.
The conference call may be accessed via telephone by dialing 877.853.5334. The call will be simulcast via the LTX-Credence web site http://investor.ltxc.com/events.cfm. Audio replays of the call can be heard through December 5, 2013, via telephone, by dialing 855.859.2056; conference ID number 97980302. A replay of the webcast can be accessed by visiting our web site 90 minutes following the conference call at http://investor.ltxc.com/events.cfm.