AMTECH SYSTEMS, INC.
FOR IMMEDIATE RELEASE
Contact: Robert T. Hass, CFO
(480) 967-5146
Amtech
Systems Inc. Completes Acquisition of Kokusai's BTI Horizontal
Diffusion Furnace Operations
Wednesday
July 7, 8:45 am ET
TEMPE,
Ariz.--(BUSINESS WIRE)--July 7, 2004--Amtech Systems Inc. (NASDAQ:ASYS;
"Amtech") today announced that it has consummated the
previously announced transaction with Japanese-owned Kokusai
Semiconductor Equipment Corp. ("KSEC"), in which it
acquired KSEC's BTI semiconductor horizontal diffusion furnace
operations and assets in the United States and Europe. Amtech
paid $3.3 million in cash at the closing, assumed an estimated
$0.3 million in liabilities, and will make future payments of up
to $1 million contingent upon the consumption of inventories
transferred at the closing, resulting in a transaction value of
between $3.6 million and $4.6 million.
Amtech
acquired, through transfer of title or licensing agreements, all
of the tangible and intellectual property assets used in the
KSEC's horizontal diffusion furnace business, including APEX
Process Management Software. However, excluded from the
transaction were the personnel and assets used in KSEC's
selling, general and administrative functions. Historically, the
acquired operations have been known as Bruce Technology Inc.,
BTI and Bruce, all well-known names in the industry. Amtech
acquired all rights to those names and will operate the acquired
business as Bruce Technologies Inc., a wholly owned subsidiary,
in the United States and as Bruce Technologies-Europe, a
division of Tempress Systems Inc., its subsidiary with
operations in the Netherlands. This line of horizontal furnaces
represents one of, if not the, largest installed bases of such
equipment in the world. Amtech's Tempress line of horizontal
diffusion furnaces and BTI, represent two of the three
best-known horizontal diffusion furnace brands in the industry.
As a part of
the transaction, Amtech acquired approximately 13 of KSEC's
employees, including two that reside in Europe. Amtech intends
to continue to operate KSEC's horizontal furnace business out of
its current location in North Billerica, Mass., and through
Tempress Systems Inc. in Europe. This acquisition increases
Amtech's rising share of the horizontal furnace market and its
brand recognition and is expected to be immediately accretive.
For KSEC's fiscal years ended March 31, 2003 and 2004, the
acquired operations had estimated sales to nonaffiliates of
approximately $7-8 million and $11 million, respectively. These
historical sales may not be indicative of future sales of the
acquired business.
It is
estimated that the acquisition increases Amtech's installed base
of horizontal furnaces by at least 100 percent, providing the
company with greatly expanded opportunities for selling its
existing Atmoscan® and automation products, as well any new
semiconductor process tools the company may develop in the
future. The company believes that with this acquisition it is
the only manufacturer of horizontal diffusion furnaces with
full-scale operations on two continents, Europe and North
America.
J.S. Whang,
president and CEO of Amtech, stated, "I am pleased to be
able to announce this strategically important acquisition, which
expands the size of our served market, strengthens our
organization, and is immediately accretive. The acquisition of
KSEC's horizontal business also expands Amtech's product and
service offerings and immediately expands our overall market
share. We expect the addition of this product line of highly
reliable horizontal furnaces will result in increased profit for
Amtech and the opportunity to produce stronger marketing
synergies in the future."
Masakazu
Ozawa, chief executive officer of Kokusai Semiconductor
Equipment Corp., added, "I believe that with Amtech's
worldwide distribution channel and service organization, their
being the only horizontal company with significant international
manufacturing presence and their passion for meeting the
horizontal furnace requirements of the semiconductor industry,
this transaction will be a great success, and will be especially
beneficial for our horizontal customers."
KSEC, a
subsidiary of Hitachi Kokusai Electric Inc., is a leader in the
design and manufacture of vertical and single-wafer diffusion
and LPCVD systems. For more than three decades KSEC has been
providing the semiconductor industry with advanced process
technologies, high system reliability and world-class customer
service.
Amtech
Systems Inc. manufactures capital equipment and related
consumables for the semiconductor industry, including producers
of the silicon wafers used in the production of semiconductor
devices, MEMS and solar cells. Products include horizontal
diffusion furnaces and related automation, polishing supplies
and related polishing equipment.
The Private
Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information
included in this press release (as well as information included
in oral statements or other written statements made or to be
made by Amtech Systems Inc.) contains statements that are
forward looking. All statements other than statements of
historical fact are hereby identified as "forward-looking
statements," as such term is defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such
forward-looking information involves a number of known and
unknown risks and uncertainties that could cause actual results
to differ materially from those discussed or anticipated by
management. Potential risks and uncertainties include, among
other factors, the inability to successfully integrate the
acquisition, industry specific and general business conditions,
competitive market conditions, success of Amtech's growth and
sales strategies, the possibility of customer changes in
delivery schedules, cancellation of orders, potential delays in
product shipments, delays in obtaining inventory parts from
suppliers and failure to satisfy customer acceptance
requirements.
This release
should be read in conjunction with the company's Annual Report
on Form 10-K for the fiscal year ended Sept. 30, 2003 and its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 and the Form 8-K filed on this date.




