Exhibit 99.1
TEGAL
CORPORATION AGREES TO ACQUIRE ALCATEL MICRO MACHINING (AMMS)
PRODUCT
LINES AND IP FOR 3D PACKAGING AND MEMS DEVICES
Petaluma, Calif., September 2,
2008 — Tegal Corporation (NASDAQ: TGAL), a leading designer and
manufacturer of plasma etch and deposition systems, today announced that it has
signed an agreement with Alcatel Micro Machining Systems (AMMS) and
Alcatel-Lucent to acquire their Deep Reactive Ion Etch (DRIE) and Plasma
Enhanced Chemical Vapor Deposition (PECVD) products, and the related
intellectual property, directed at advanced 3-dimensional wafer-level packaging
applications. The restricted stock and cash deal, valued at US$5
million, is expected to close later this month. As part of the
agreement, Gilbert Bellini, President of AMMS, will be appointed to Tegal’s
Board of Directors.
The
agreement calls for the continued support by AMMS of the existing installed base
of DRIE tools in use by MEMS and integrated device manufacturers. Tegal will
continue the development of the AMMS DRIE product line, including the
integration of the AMMS process modules on its recently-introduced Compact™
bridge platform and the completion of a 300mm process chamber. In addition,
Tegal will assume responsibility for AMMS’ joint development programs with key
customers, as well as research and academic institutions.
“This is
an important strategic move for Tegal,” said Thomas Mika, Chairman, President
and CEO of Tegal. “These products, along with our current etch and deposition
technologies, will form the basis for a comprehensive strategy to aggressively
pursue a large, high growth market in MEMS and semiconductor device
manufacturing. With this transaction, we believe that we can offer customers the
best combination of leading-edge technology, customer support and proven systems
for production applications.”
“Tegal is
well-known for providing advanced processes and production tools to MEMS and
semiconductor device manufacturers worldwide,” said Gilbert Bellini, President
of AMMS. “I am proud to be associated with Tegal and pleased to work
with the Company as a director to ensure the smooth transition of the AMMS
business to Tegal in the near-term and to help guide Tegal into the rapidly
expanding markets for 3D wafer level packaging applications.”
At
closing, Tegal will pay to AMMS US$1 million in cash and US$ 4 million worth of
newly issued shares of Tegal common stock. The number of shares
to be issued will be equal to US$4,000,000 divided by the average of the closing
sales prices of Tegal common stock for the five (5) consecutive trading days
immediately prior to the closing date of the Acquisition. Completion
of the transaction is subject to customary closing conditions, but parties
expect to close the transaction on or about September 16, 2008.
Tegal’s
senior management will conduct a conference call today at 5:00 p.m. EDT / 2:00
p.m. PDT to discuss the agreement between Tegal and AMMS. More
information about the conference call is provided below.
Conference
Call
The
company will host a conference call for investors today (September 2, 2008) at
5:00 p.m. EDT / 2:00 p.m. PDT. The dial-in phone numbers are
866-203-3436 or 617-213-8849. Investors should reference passcode: 82647184. A
digital recording will be made available two hours after the completion of the
conference call, and it will be accessible through midnight on September 16,
2008. To access, investors should dial 888-286-8010 or 617-801-6888 and enter
passcode: 82455405. A replay of the teleconference will be available
on the Company’s website.
Safe Harbor
Statement
All
statements included or incorporated by reference in this release, other than
statements or characterizations of historical fact, are forward-looking
statements. These forward-looking statements are based on AMMS’ and Tegal’s
respective current expectations, estimates and projections about their
respective industry and businesses, respective management's beliefs, and certain
assumptions made by AMMS and Tegal, all of which are subject to change.
Forward-looking statements can often be identified by words such as “aims,”
"anticipates," “becoming,” "expects," "intends," "plans," "predicts,"
"believes," "seeks," "estimates," "may," "will," "should," "would," "could,"
"potential," "continue," "ongoing," “targeted” similar expressions, and
variations or negatives of these words. Examples of such forward-looking
statements include, but are not limited to, references to the anticipated
benefits to Tegal related to its acquisition of the AMMS business, the expected
market and demand for AMMS products, the expected completion and timing of the
transaction, and references to the anticipated benefits to Tegal relating to the
transaction. These forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially and adversely from those expressed in any
forward-looking statement.
Important
factors that may cause such a difference for Tegal in connection with the
acquisition of the AMMS business include, but are not limited to:
·
|
the
ability of the parties to successfully consummate the transactions
contemplated by the asset purchase agreement and related transaction
documents;
|
·
|
unexpected
variations in market growth and demand for the AMMS products and
technologies;
|
·
|
the
risks inherent in acquisitions of technologies and businesses, including
the timing and successful completion of technology and product development
through volume production;
|
·
|
costs
and unanticipated expenditures;
|
·
|
changing
relationships with customers, suppliers and strategic
partners;
|
·
|
potential
contractual, intellectual property or employment
issues;
|
·
|
the
risk that anticipated benefits of the acquisition may not be realized;
and
|
·
|
accounting
treatment and charges.
|
The
Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K, and other Securities and Exchange Commission
filings of Tegal discuss other important risk factors that could contribute to
such differences or otherwise affect Tegal’s business, results of operations and
financial condition. The forward-looking statements in this release speak only
as of this date. Tegal undertakes no obligation to revise or update publicly any
forward-looking statement for any reason, except as required by law. All
statements made by or concerning Tegal or AMMS or Alcatel Lucent, respectively,
are made solely by such applicable party and such party is solely responsible
for the content of such statements.
About
Tegal
Tegal
provides process and equipment solutions to leading edge suppliers of LED,
optoelectronic, magnetic data storage, advanced semiconductor, MEMS, and
nanotechnology devices. Incorporating unique, patented etch and
deposition technologies, Tegal’s system solutions are backed by over 35 years of
advanced development and over 100 patents. Some examples of devices
enabled by Tegal technology are energy efficient memories found in portable
computers, cellphones, PDAs and RFID applications; megapixel imaging chips used
in digital and cellphone cameras; power amplifiers for portable handsets and
wireless networking gear; and MEMS devices like accelerometers for automotive
airbags, microfluidic control devices for ink jet printers; and
laboratory-on-a-chip medical test kits. For more information about
Tegal Corporation, please visit: www.tegal.com
About
Alcatel Micro Machining Systems and Alcatel Lucent
Alcatel
Micro Machining Systems (AMMS) is a subsidiary of Alcatel-Lucent. AMMS is
specialized in designing, manufacturing, marketing and servicing Deep Reactive
Ion Etch (DRIE) systems as well as
Plasma Enhanced Chemical Vapor Deposition (PECVD) systems for the fabrication of
MEMS (Micro Electro Mechanical Systems) and Semiconductor
devices. Its main application markets are the telecommunication,
automotive, aerospace, computer peripheral, biomedical industries and
semiconductors, including power devices and wafer level
packaging. For more information about AMMS, please visit: www.alcatelmicromachining.com
Alcatel-Lucent
provides solutions that enable service providers, enterprises and governments
worldwide, to deliver voice, data and video communication services to
end-users. As a leader in fixed, mobile and converged broadband access,
carrier and enterprise IP technologies, applications, and services,
Alcatel-Lucent offers the end-to-end solutions that enable compelling
communications services for people at home, at work and on the move. With
77,000 employees and operations in more than 130 countries, Alcatel-Lucent
is a local partner with global reach. The company has the most experienced
global services team in the industry, and Bell Labs, one of the largest
research, technology and innovation organizations focused on communications.
Alcatel-Lucent achieved adjusted revenues of Euro 17.8 billion in 2007, and is
incorporated in France, with executive offices located in Paris. For
more information about Alcatel-Lucent, please visit: www.alcatel-lucent.com
Investor
Contacts:
Tegal
Corporation
Thomas
Mika (President & CEO), 707/763-5600
or
The
Blueshirt Group
Chris
Danne, 415/217-7722
Editorial Contact:
Erica Beaudry
Impress, Public
Relations
Ph: 602-687-7745
Erica@impress-pr.com