Exhibit 99.2
FOR IMMEDIATE RELEASE
News Release
For More Information Contact:
Credence Investor Relations Contact: Credence Editorial Contact:
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John Detwiler Judy Dale
Senior V.P. Finance and CFO Director, Marketing Communications
510.623.4758 or 510.623.5177 fax 510.492.3118 or 510.623.2524 fax
E-mail: john_detwiler@credence.com E-mail: judy_dale@credence.com
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IMS Investor Relations Contact:
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Fred Hall
Chief Financial Officer
503.626.5353 or 503.350.1101 fax
E-mail: fredh@ims.com
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Credence Systems to Acquire Integrated Measurement Systems in
an All-Stock Transaction
FREMONT, Calif. and Beaverton, Ore. - May 16, 2001 - Credence Systems
Corporation (Nasdaq: CMOS), a leading manufacturer of automatic test equipment
(ATE) for the worldwide semiconductor industry and Integrated Measurement
Systems, Inc. (Nasdaq: IMSC), a provider of high-performance integrated circuit
(IC) validation systems, today announced that they have entered into a
definitive agreement pursuant to which Credence would acquire IMS. The stock-
for-stock transaction is valued at approximately $170 million and is expected to
be immediately accretive to Credence earnings. The board of directors of each
company has unanimously approved the agreement.
The combined company is believed to be the first test equipment company to
provide solutions from silicon characterization and validation to high volume
production test.
"IMS is an ideal strategic fit for Credence Systems," said Dr. Graham
Siddall, president and chief executive officer of Credence Systems Corporation.
"Our product lines are highly complementary and together we address the complex
challenges of IC testing from silicon validation and device diagnostics in
engineering to high volume testing in manufacturing. By combining our expertise
in low-cost, high-volume production test with IMS' validation test systems and
electronic design automation (EDA) technology, we have the opportunity to offer
customers a complete and compelling front-to-back-end test solution," Siddall
explained. "Furthermore, we expect that the IMS customer base, predominantly
consisting of integrated device manufacturers (IDMs), together with Credence's
historical strength in the test subcontractor and foundry sector, will provide
the combined company with additional market opportunities."
"We believe that synergies exist on the technology development and
integration side," said Keith Barnes, chairman and chief executive officer of
Integrated Measurement Systems, Inc. "As the leader in silicon validation, IMS
develops solutions for the newest high-speed, high-complexity devices. Early
exposure to leading edge designs will enable Credence to more quickly meet the
production test requirements as these devices transition into high volume
production."
Terms of the Agreement
Under the terms of the agreement, Credence Systems Corporation will acquire
Integrated Measurement Systems, Inc. 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 reorganization. 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, Inc., an approximately 33
percent shareholder of IMS, has agreed to vote its shares in favor 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,
Inc., a Credence Company.
Conference Call
A one-hour conference call will be held today at 6:00 p.m. (eastern), to
discuss this transaction. Participants will include Dr. Graham Siddall,
president and chief executive officer, Dave Ranhoff, chief operating officer,
and John Detwiler, senior vice president finance and chief financial officer of
Credence Systems Corporation and Keith Barnes, chairman and chief executive
officer of Integrated Measurement Systems. In addition, during this conference
call, Credence will discuss its Q2 earnings report.
The call-in number is:
Domestic and International: 888-391-0105
The replay number is: Domestic 800-633-8284, Passcode: 18562036
International 858-812-6440, Passcode: 18562036
Please call 10 minutes prior to the scheduled start time.
The replay runs through May 23, 2001, 5:00 p.m. PDT. Credence's earnings
conference call will also be broadcast simultaneously over the Internet. Please
visit www.credence.com to access the call. If you have any questions or
comments, please contact Zaldy Odfina at 510-492-3229.
Goldman, Sachs & Co. advised Credence on this transaction and SG Cowen
Securities Corporation advised IMS.
About Integrated Measurement Systems
IMS designs, manufactures, markets and services a family of versatile,
high-performance engineering validation systems used to verify and characterize
complex electronic devices. In addition, the company develops and markets a
line of Virtual Test/TM/ Software products that allow IC
test development and simulation before first-silicon. For additional company
information, see the IMS web sites at www.ims.com and www.imsvirtualtest.com.
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About Credence
Credence Systems Corporation is a leader in the manufacture of automatic
test equipment (ATE) for the worldwide semiconductor industry. Credence offers a
wide range of products with test capabilities for digital, mixed-signal, and
non-volatile memory semiconductors. Utilizing its proprietary CMOS
technologies, Credence products are designed to meet the strict time-to-market
and ownership requirements of its customers. Headquartered in Fremont,
California, the company maintains advanced production and design facilities in
Hillsboro, Oregon. Credence, an ISO 9001 certified manufacturer, is listed on
the Nasdaq National Market under the symbol CMOS. More information is available
at http://www.credence.com.
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Forward-Looking Statements
Statements in this press release other than statements of historical fact
are "forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward looking statements include
statements regarding the transaction potentially being accretive to earnings,
the transaction qualifying for pooling of interest accounting and providing
additional opportunities regarding customers, products and markets. Any
projections in this release including expectations that the acquisition of IMS
will be immediately accretive are based on the limited information that is
currently available, which is subject to change. The companies' actual future
results could differ materially from the results discussed herein. Factors that
could cause or contribute to such differences include the risks inherent in
acquisitions of technology businesses including the successful consummation of
the merger and integration of the companies, the timing and successful
development of technology; the ability to retain key management and hire
technical personnel and other employees; changing relationships with customers,
suppliers and strategic partners; unanticipated costs associated with
development and marketing activities; customer acceptance of new product
offerings; pricing of new products, and competition in our various product
lines. Such forward looking statements speak only as of the date of this release
and the companies do not undertake any obligation to update any forward looking
statement to reflect events or circumstances after the date of this release. For
a more complete discussion of the risks and uncertainties for each company is
set forth in each companies' annual report on Form 10-K or quarterly report on
Form 10-Q as filed with the Securities and Exchange Commission.
Additional Information and Where to Find It
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction described in these materials,
when it becomes available, because it will contain important information. The
proxy statement/prospectus will be filed with the SEC by Credence and IMS.
Security holders may obtain a free copy of the proxy statement/prospectus, when
it becomes available, and other related documents filed by Credence and IMS at
the SEC's website at www.sec.gov or at the SEC's public reference room located
at 450 Fifth Street, NW, Washington D.C. 20549 or at one of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
When available, the proxy statement/prospectus and the other documents may also
be obtained by contacting by either company.
Participants in Solicitation
IMS and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from IMS stockholders in favor of
the adoption and approval of the Merger Agreement and
approval of the merger and related matters. Information regarding such officers
and directors is included in IMS's proxy statement filed with the SEC on April
18, 2001. This document is available free of charge at the SEC Web site at
http://www.sec.gov and from IMS.
Credence and Credence Systems are trademarks of Credence Systems Corporation.
Other trademarks, which may be mentioned in this release, are the intellectual
property of their respective owners.
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