Lam Research Corporation (LRCX) and KLA-Tencor Corporation (KLAC) today announced that they have entered into a definitive agreement for Lam Research to acquire all outstanding KLA-Tencor shares in a cash and stock transaction. The move, unanimously approved by the boards of directors of both companies, will create a combined company with approximately $8.7 billion in pro forma annual revenue.
The combined company expects to realize $250 million in cost savings within 18 to 24 months of closing, and anticipates gaining approximately $600 million in incremental revenue by 2020 through improved differentiation of each company’s products and creation of new capabilities.
“This is just what the doctor ordered,” Srini Sundararajan, Semiconductor and Semicaps Analyst for W.R. Hambrecht + Co./Summit Research, wrote in an analysis of the move. “It removes excessive dependence of LRCX on memory and excessive dependence of KLAC on foundry/logic.”
According to the LRCX press release, “the combination will create unmatched capability in process and process control, delivering optimized results in partnership with its customers by reducing variability and accelerating yield, ultimately helping the semiconductor industry extend Moore’s Law and performance scaling generally.”
“The pairing of Lam Research and KLA-Tencor brings industry leadership in process and process control together, accelerating our capability to address our customers’ most difficult challenges as they scale to meet the market demands of lower power, higher performance, and smaller form factors,” said Martin Anstice, Lam’s president and chief executive officer. “Lam Research and KLA-Tencor’s shared commitment to collaboration and building strong customer trust, along with our respective track records of innovation, product leadership, and operational excellence, position us as a combined company to deliver the higher levels of technology differentiation and speed to solutions that are critical to our customers’ long-term success.”
“I strongly believe that this transaction represents a great outcome for all of KLA-Tencor’s key stakeholders,” said Rick Wallace, president and chief executive officer of KLA-Tencor. “The combined company will be uniquely positioned to work collaboratively with our customers to help them meet the challenges of FinFET, multi-patterning and 3D NAND development. Given the complementary nature of the two companies’ product offerings and technologies as well as the lack of product overlap, the combination will create an industry leader with greater opportunities for our respective employees for professional development and growth. Lastly, this transaction will benefit our stockholders who will receive compelling upfront value, in addition to the opportunity to own a meaningful stake in an industry leader and participate in the upside potential created by the combination.”
According to the press release, the transaction is expected to close in mid-calendar year 2016, pending customary regulatory approvals. The transaction is also subject to customary closing conditions, including the adoption by KLA-Tencor’s stockholders of the merger agreement and the approval by Lam Research’s stockholders of the issuance of shares in the transaction. Given their complementary product lines and the industry benefits the transaction will enable, the companies believe that they will be able to obtain the requisite regulatory approvals on a timely basis.
Analyst Sundararajan agrees: “We expect minimal opposition to this deal from the various jurisdictions, rather easily handled.”
However, Robert Maire of Semiconductor Advisors thinks approval could potentially be more difficult. “We think this is going to be the obvious biggest issue after the failed AMAT & TEL merger. We think there will likely be opposition in the semi industry but probably less so than we heard the screaming related to AMAT/TEL,” he wrote. “While maybe not overjoyed, the combination makes a lot of sense for customers and feels a lot less negative than the failed AMAT/TEL.”
According to the press release, some of the benefits the combined company expects to see are:
- Creates Premier Semiconductor Capital Equipment Company: Strengthened platform for continued outperformance, combining Lam’s best-in-class capabilities in deposition, etch, and clean with KLA-Tencor’s leadership in inspection and metrology
- Accelerated Innovation: Increased opportunity and capability to address customers’ escalating technical and economic challenges
- Broadened Market Relevance: Comprehensive and complementary presence across market segments provides diversity, scale and value creating innovation opportunities
- Significant Cost and Revenue Synergies: Approximately $250 million in expected annual on-going pre-tax cost synergies within 18-24 months of closing the transaction, and $600 million in annual revenue synergies by 2020
- Accretive Transaction: Increased non-GAAP EPS and free cash flow per share during the first 12 months post-closing
- Strong Cash Flow: Complementary memory and logic customer base, operational strength, and meaningful installed base revenues strengthen cash generation capability
According to Sundararajan, the move could have negative impacts for some other companies in the industry. “This deal is quite negative for Applied Materials (AMAT) and Hermes Microvision and perhaps for ASML also,” he wrote. “In the case of AMAT, their process diagnostics and control division being based in Israel does not allow of meshing of capabilities, and product synergies really don’t exist. In the case of Hermes Microvision, since etch is the pre-dominant user of e-beam inspection due to testing of contacts, a combination of KLAC and LRCX with both e-beam and etch capabilities can be lethal.”
Maire also foresees difficulties for competitors: “The combined LAM and KLA creates a powerhouse in the semicap industry, which is looking a lot more like a duopoly.”
Lam president and CEO Anstice concluded, “We have tremendous respect for the company KLA-Tencor employees have built over nearly 40 years — their culture, technology, and operating practices. I have no doubt that our combined values, focus on the customer, and complementary technologies will create a trusted leader in our industry, capable of creating significant opportunity for profitable growth and in turn delivering tremendous value to all of our stakeholders. This is the right time for the right combination in our industry.”