O’Melveny Represents DCG Systems in Definitive Sale Agreement to FEI CompanyOctober 27, 2015 FOR IMMEDIATE RELEASE
O’Melveny & Myers LLP
SILICON VALLEY--OCTOBER 27, 2015 --O’Melveny & Myers LLP represented DCG Systems Inc. in its definitive agreement to be acquired by FEI Company for US$160 million in an all-cash transaction. DCG is a leading supplier of electrical fault characterization, localization and editing equipment, serving process development, yield ramp and failure analysis applications for a wide range of semiconductor and electronics manufacturers, and was the recipient of Deloitte’s Technology Fast 500 award in 2013 and 2014.
The O’Melveny team was led by partners Warren Lazarow and Brian Covotta.
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The following press release was issued by FEI Company:
FEI Announces Agreement to Acquire DCG Systems
Expansion of Workflow Offerings to Semiconductor Customers
HILLSBORO, Ore., October 27, 2015 --FEI Company (NASDAQ: FEIC) and DCG Systems, Inc. today announced a definitive agreement under which FEI would acquire DCG for $160 million in an all cash transaction. DCG is a leading supplier of electrical fault characterization, localization and editing equipment, serving process development, yield ramp and failure analysis applications for a wide range of semiconductor and electronics manufacturers. Headquartered in Fremont, California, DCG is a profitable private company and was the recipient of Deloitte’s Technology Fast 500 award in 2013 and 2014.
The deal combines FEI’s leading physical failure analysis capabilities for the semiconductor lab with DCG’s complementary portfolio of electrical failure analysis solutions. DCG’s offerings expand FEI’s served available market through the addition of optical imaging, thermal imaging and nano-probing technologies. The combined company’s solutions will offer a more complete workflow for customers as they deal with the increasing complexities from process development to advanced 3D packaging.
“The acquisition of DCG expands FEI’s presence and capability in the semiconductor lab and enhances our ability to provide a complete workflow solution,” commented Don Kania, president and CEO of FEI. “The combination brings together leaders in physical and electrical failure analysis and will enable our customers to better connect workflows to improve time to data and efficiency.”
“Together with FEI we have a tremendous opportunity to offer our customers an integrated defect analysis solution,” commented Israel Niv, CEO of DCG. “The DCG team is excited to join forces with FEI and tap into FEI’s strong global presence and significant R&D capabilities to drive further penetration of DCG’s leading electrical failure analysis solutions. We look forward to working together with FEI to provide integrated solutions to help our customers successfully execute on their future technology roadmaps.”
DCG generated revenue of $76 million in its fiscal year ended January 31, 2015. The transaction is expected to be slightly accretive to FEI’s 2016 GAAP EPS. FEI intends to fund the acquisition with cash on hand.
The transaction is expected to close by the end of 2015 and is subject to certain regulatory approvals and customary closing conditions.
Safe Harbor Statement
This news release contains forward-looking statements that include statements regarding growth expectations, market opportunities and earnings from the acquisition of DCG by FEI. Factors that could affect these forward-looking statements include but are not limited to failure of the electrical failure analysis market to grow as expected, failure of
the products and technology to perform as expected and achieve anticipated results, problems in integrating the operations of DCG and FEI, potential intellectual property issues in electrical failure analysis, and failure of the combined company sales and distribution organization to successfully sell products. Investors should also refer to our Form 10-K, Forms 10-Q, Forms 8-K and other filings with the U.S. Securities and Exchange Commission for additional information on these factors and other factors that could cause actual results to differ materially from the forward-looking statements. FEI assumes no duty to update forward-looking statements.
FEI Company (Nasdaq: FEIC) designs, manufactures and supports a broad range of high-performance microscopy workflow solutions that provide images and answers at the micro-, nano-and picometer scales. Its innovation and leadership enable customers in industry and science to increase productivity and make breakthrough discoveries. Headquartered in Hillsboro, Ore., USA, FEI has over 2,800 employees and sales and service operations in more than 50 countries around the world. More information can be found at: www.fei.com.
DCG Systems, Inc. is the industry’s leading supplier of electrical fault characterization, localization and editing equipment, serving process development, yield ramp and failure analysis applications for a wide range of semiconductor and electronics manufacturers. With more than 1500 systems deployed worldwide, DCG Systems serves customers worldwide from its headquarters in Fremont, California and field offices in the United States, Japan, Taiwan, Korea, Malaysia, Singapore, Israel and Germany. For more information about DCG Systems, visit www.dcgsystems.com.
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Investor Relations Director