Onto Innovation Merger Successfully Completed, Combining Nanometrics and Rudolph Technologies

 In

Onto Innovation Inc. (NYSE: ONTO) announced the successful completion on October 25, 2019 of the previously announced merger of equals between Nanometrics Incorporated and Rudolph Technologies, Inc. Headquartered in Wilmington, Massachusetts, Onto Innovation is expected to be the fourth largest semiconductor capital equipment supplier by revenue in the U.S. and a top 15 semiconductor equipment company by revenue worldwide, based on Gartner’s most recent semiconductor wafer fab equipment market share report, released in April 2019.

Highlights

Global semiconductor equipment and software technology leader with a broad portfolio of technologies for wafer manufacturing, front-end process control, and advanced packaging.
Experienced board and management team with decades of semiconductor industry experience.
Completed merger of equals transaction with complementary product lines in leading edge front-end wafer fabs.
Strong balance sheet with over $300 million in cash, cash equivalents and marketable securities at closing, with no debt.

Shares of Nanometrics common stock, which were traded on Nasdaq under the ticker “NANO”, will begin trading today on the New York Stock Exchange under the ticker “ONTO”. Rudolph Technologies (NYSE: RTEC) shares ceased trading on the New York Stock Exchange as of market close on October 25, 2019 and have converted into 0.8042 shares of Onto Innovation common stock for each share of Rudolph common stock.

Onto Innovation is scheduled to announce Nanometrics’ and Rudolph’s respective earnings results for the 2019 third quarter on November 7, 2019 at 4:30 p.m. Eastern Time.

Board of Directors
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. The Onto Innovation Board members, drawn equally from Nanometrics and Rudolph, are:

Christopher A. Seams – Chairman, former CEO, Deca Technologies
Michael P. Plisinski – CEO, former CEO Rudolph Technologies
Jeffrey A. Aukerman – former Partner, Deloitte & Touche LLP
Leo Berlinghieri – former CEO and President, MKS Instruments
Edward J. Brown, Jr. – former CEO, Cymer Light Source
Vita Cassese – CEO, Mardon Management Advisors
Robert G. Deuster – former CEO, Collectors Universe
David B. Miller – former President, DuPont Electronics & Communications
Bruce C. Rhine – former CEO, Accent Optical Technologies
Timothy J. Stultz – former CEO and President, Nanometrics
Christine A. Tsingos – former EVP and CFO, Bio-Rad Laboratories
John R. Whitten – former CFO and Treasurer, Applied Industrial Technologies

Structure and Leadership

The Onto Innovation management team will be led by Mike Plisinski, CEO, and Steven Roth, CFO. The new organization, like the Board of Directors, is a combination of Nanometrics and Rudolph executives that will manage the company’s product lines and corporate functions. The center for metrology innovation will be located in Milpitas, CA, with the inspection innovation center remaining in Bloomington, MN. Software and lithography innovation centers will remain in Wilmington, MA.

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. Our customers are under increasing pressure to improve device performance, reduce costs, and improve product cycle times. 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. We believe our combination of complementary products and an experienced and passionate team will make an ideal choice for customers and create opportunities that increase value to all of our stakeholders, including our employees, customers, and shareholders.”

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