Onto Innovation Merger Successfully Completed, Combining Nanometrics and Rudolph Technologies

▤ Summary

Onto Innovation’s new Board of Directors consists of 12 members with a deep understanding of Nanometrics’ and Rudolph’s businesses, a diverse mix of background, skills and experience, and a track record of driving long-term shareholder value. Mike Plisinski stated, “By bringing these two companies together, we believe we have created a powerful new choice for customers seeking advanced process control solutions across the semiconductor value chain. To meet these demands they seek collaborative partners with whom they can work to solve a broader suite of challenges.” He continued, “Onto Innovation will leverage core competencies in software and optics to provide leading edge products in inspection, metrology, lithography, and enterprise process control. Our breadth of offerings across the entire semiconductor value chain help our customers solve their most difficult yield, device performance, quality, and reliability issues. Risks and uncertainties that could cause actual results to differ from these forward-looking statements include: (i) weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for Onto Innovation’s products and solutions; (ii) the ability of Onto Innovation to meet rapid demand shifts; (iii) the ability of Onto Innovation to continue technological innovation and introduce new products to meet customers’ rapidly changing requirements; (iv) Onto Innovation’s concentrated customer base; (v) the ability of Onto Innovation to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability of Onto Innovation to protect and enforce intellectual property rights; (vii) operational, political and legal risks of Onto Innovation’s international operations; (viii) the increasing complexity of certain manufacturing processes; (ix) raw material shortages and price increases; (x) changes in government regulations of the countries in which Onto Innovation operates; (xi) the fluctuation of currency exchange rates; (xii) fluctuations in the market price of Onto Innovation’s common stock; (xiii) the ability of Onto Innovation to integrate the businesses of Rudolph and Nanometrics promptly and effectively and to achieve the anticipated synergies and value-creation contemplated by the merger of equals transaction (the “Transaction”); (xiv) unanticipated difficulties or expenditures relating to the Transaction; (xv) the response of business partners and retention as a result of the Transaction; (xvi) the diversion of management time in connection with the Transaction; (xvii) the effect of litigation related to the Transaction; and (xviii) other factors that may be disclosed in Onto Innovation’s filings with the Securities and Exchange Commission.

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Onto Innovation

$500M to $1B