Exhibit 99.3
FOR : BE SEMICONDUCTOR INDUSTRIES N.V.
Marconilaan 4
5151 DR Drunen
The Netherlands
BE SEMICONDUCTOR INDUSTRIES COMPLETES ACQUISITION OF DATACON TECHNOLOGY AG
Drunen, the Netherlands, January 5, 2005, BE Semiconductor Industries N.V. ("the
Company" or "Besi") (Nasdaq: BESI; Euronext: BESI) announced the completion of
the acquisition of Datacon Technology AG ("Datacon").
Datacon is a leading global manufacturer of flip chip bonding, multi-chip die
bonding and other related assembly equipment for the semiconductor and
telecommunications industries. According to VLSI data for 2003, Datacon is the
world's largest manufacturer of flip chip bonding equipment to the semiconductor
industry with a market share of 26%. The use of flip chip bonding technology is
critical for the needs of chip manufacturers to further shrink device sizes
while increasing functionality for applications such as wireless telephony,
personal digital assistants, consumer electronics and Internet infrastructure.
In commenting on the transaction, Richard W. Blickman, President of Besi
highlighted some key factors motivating the Datacon acquisition:
- - "The purchase of Datacon is a complementary product line acquisition that
fits well with our goal of becoming the world's leading assembly equipment
company and our strategy of offering customers a broad portfolio of
cost-effective, end to end integrated solutions.
- - The acquisition will increase the breadth of our product portfolio through
the addition of the leading global supplier of flip chip bonding equipment
and a significant competitor in the multi-chip die bonding equipment
market.
- - The transaction will significantly increase our scale and presence in the
assembly equipment market. Based on 2003 data from VLSI, an independent
research firm covering the semiconductor industry, we would move from
being the seventh largest assembly equipment company to the third largest
company in terms of revenues as a result of the transaction, which we
believe will enhance our position in the eyes of customers and employees.
- - The acquisition will further our market penetration of many key global
accounts such as Infineon, ST Micro and Amkor and give us the potential to
expand our relationships with customers such as Epcos, Skyworks, Bosch,
Fairchild and ASE.
- - Our global manufacturing resources will be expanded through the
incorporation into our organization of additional, efficient production
capacity. Our technology base will also be strengthened through the
combination of the resources of our Besi Die Handling subsidiary with
Datacon.
- - Besi will also benefit from the depth of Datacon's management resources.
We believe that Datacon has an excellent senior and middle management
organization with a demonstrated track record. Subsequent to the
acquisition, executive management will stay on with the Company and will
be integrated with Besi's management team. We believe that Datacon's
historical financial results reflect the leadership position of its
products and management's successful business model. We also believe that
Datacon has the ability to further grow through the anticipated
development of the flip chip market and the opportunity to make
incremental market share gains in each of its two principal product
lines."
Datacon's products provide a wide range of die bonding capabilities for the
advanced packaging market, ranging from high precision single die attach to
sophisticated multi-chip, die and flip chip bonding applications. In addition,
Datacon offers customers tailored solutions ranging from single machines to
entire production lines with equipment integrated from third parties. Datacon's
largest customers are principally European and North American semiconductor
manufacturers such as Epcos, Infineon, Bosch, ST Micro, Skyworks and Fairchild
as well as Asian assembly subcontractors such as Amkor, ASE and Chippac STATS.
Datacon has production facilities in Radfeld, Austria, Gyor, Hungary and Berlin,
Germany, currently employs approximately 440 people and has an estimated
installed base of approximately 1,500 machines at customer locations worldwide.
Following the acquisition, Besi intends to operate Datacon as an independent
subsidiary. As part of the transaction, Helmut Rutterschmidt and Gerhard Zeindl,
members of the Datacon management board, will join the management board of Besi.
Besi intends to retain the Datacon brand name and offer its flip chip and die
bonding equipment as part of its global product portfolio of assembly equipment.
Set forth below is selected financial information for Datacon according to
International Financial Reporting Standards ("IFRS"). Besi's principal
accounting standard is US GAAP. Datacon's results of operations under US GAAP
may vary significantly from its results of operations calculated according to
IFRS.
FISCAL YEAR FISCAL YEAR FISCAL YEAR SIX MONTHS ENDED
ENDED ENDED ENDED SEPTEMBER 30,
(Euro in millions) MARCH 31, 2002 MARCH 31, 2003 MARCH 31, 2004 2004 (UNAUDITED)
- ----------------------------- -------------- -------------- -------------- ----------------
Net Sales 61.7 41.6 58.3 39.1
Goss Profit 25.4 19.3 24.4 17.9
Gross Margin 41.2% 46.4% 41.9% 45.8%
Operating Income 4.1 (2.6) 4.9 7.6
Net Income 1.2 (2.9) 2.2 5.4
Depreciation and amortization 3.1 3.3 2.9 0.9
As of December 31, 2004, Datacon had (euro) 23.3 million of net debt.
In the transaction, Datacon shareholders received a total consideration of
(euro) 72.6 million, of which (euro) 65 million was in cash and the balance was
represented by 1,933,842 newly issued ordinary Besi shares (representing
approximately 5.7% of Besi's fully diluted shares outstanding after completion
of the transaction). The former Datacon shareholders have agreed that the Besi
shares issued in the transaction will be held by two foundations for a period of
two years from the date of closing, subject to certain permitted exceptions.
Besi expects to complete the determination of the allocation of the purchase
price in the first quarter of 2005 and anticipates taking a non-cash charge in
the first quarter of 2005 related to in-process research and development.
Excluding such charge, Besi anticipates that the transaction will be accretive
to its earnings per share in 2005 assuming no synergies related to the
combination of the two firms.
BE Semiconductor Industries N.V. designs, develops, manufactures, markets and
services die sorting, flip chip die-attach, molding, trim and form, singulation
and plating systems for the semiconductor industry's assembly operations. Its
customers consist primarily of leading U.S., European, Asian, Korean and
Japanese semiconductor manufacturers and subcontractors.
CAUTION CONCERNING FORWARD LOOKING STATEMENTS
This press release may contain forward-looking statements, which are found in
various places throughout the press release, including statements relating to
expectations of future revenues, product shipments, expenses, operating results
and the impact of the acquisition of Datacon on Besi's net income in fiscal year
2005. While these forward-looking statements represent our judgments and future
expectations concerning the development of our business, a number of risks,
uncertainties and other important factors could cause actual developments and
results to differ materially from our expectations. These factors include, but
are not limited to, those listed or discussed in our Annual Report on Form 20-F
for the year ended December 31, 2003, as well as the risk that anticipated
orders may not materialize or that orders received may be postponed or canceled,
generally without charges; the volatility in the demand for semiconductors and
our products and services; acts of terrorism and violence; overall global
economic conditions; risks, such as changes in trade regulations, currency
fluctuations, political instability and war, associated with substantial foreign
customers, suppliers and foreign manufacturing operations; potential instability
in foreign capital markets; the risk of failure to successfully manage our
expanding and more diverse operations; and other key factors that could
adversely affect our businesses and financial performance contained in our
filings and reports, including those with the United States Securities and
Exchange Commission. We are under no obligation to (and expressly disclaim any
such obligation to) update or alter our forward-looking statements whether as a
result of new information, future events or otherwise.
CONTACTS:
Richard W. Blickman Cor te Hennepe
President & CEO Director of Finance
Tel. (31) 416 384345 Tel. (31) 416 384345