Credence Systems to acquire Integrated Measurement Systems

Credence Systems is to acquire Integrated Measurement Systems in a stock-for-stock transaction valued at approximately $170 million.

Credence Systems Corporation, a manufacturer of automatic test equipment (ATE) for the semiconductor industry and Integrated Measurement Systems, a provider of IC validation systems, have entered into a definitive agreement pursuant to which Credence would acquire IMS.

Under the terms of the agreement, Credence Systems Corporation will acquire Integrated Measurement Systems in a stock-for-stock transaction valued at approximately $170 million.

Each share of IMS common stock outstanding as of the closing date will be converted into 0.90 shares of Credence common stock on a fixed exchange ratio basis. The acquisition is intended to be accounted for as a pooling transaction and to qualify as a tax-free reorganisation.

The transaction is subject to various closing conditions, including approval by IMS’ shareholders and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Cadence Design Systems, an approximately 33 percent shareholder of IMS, has agreed to vote its shares in favour of the transaction. The parties anticipate that the transaction will close in Q3 of calendar year 2001.

IMS will continue to operate in its current facility as a wholly owned subsidiary of Credence Systems Corporation. Keith Barnes, IMS’ chairman and chief executive officer, will manage the new subsidiary as executive vice president of Credence Systems and president of Integrated Measurement Systems, a Credence Company.

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