Rudolph technologies, inc. (nyse:rtec) completed the acquisition of nanometrics incorporated (nasdaqgs:nano) in a reverse merger transaction.
Rudolph technologies, inc. (nyse:rtec) (‘rudolph’) entered into a merger agreement to acquire nanometrics incorporated (nasdaqgs:nano) (‘nanometrics’) in a reverse merger transaction on june 23, 2019. under the terms of the agreement, rudolph stockholders will receive 0.8042 shares of nanometrics common stock for each rudolph share. holders of rudolph common stock will receive cash in lieu of fractional shares and no certificates, receipts or scrip representing fractional shares of nanometrics common stock will be issued as consideration. the exchange ratio and the fractional share consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of nanometrics common stock or shares of rudolph common stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of nanometrics common stock or shares of rudolph common stock. in addition, nanometrics will assume the outstanding rudolph equity awards granted under rudolph’s equity compensation plans, with the number of shares underlying such award (and in the case of stock options, the applicable exercise price) adjusted based on the exchange ratio, except that rudolph stock options held by employees whose employment with rudolph ceases prior to the effective time of the merger will receive a cash payment equal to the positive difference, if any, calculated by subtracting the aggregate exercise price of such rudolph stock option from the product of the aggregate number of shares of rudolph common stock subject to such rudolph stock option and the exchange ratio multiplied by the volume weighted average trading price of shares of nanometrics common stock on the new york stock exchange, for the five consecutive trading days ending on the third complete trading day prior to the closing date of the merger. each converted equity award will continue to be subject to the same terms and conditions. nanometrics’ outstanding equity awards under its equity compensation plans will remain outstanding. upon completion of the merger, current nanometrics stockholders will own approximately 50% and current rudolph stockholders will own approximately 50% of the combined company on a fully diluted basis. upon completion, rudolph will continue as a wholly owned subsidiary of nanometrics and rudolph’s common stock will be delisted from the new york stock exchange. a new name of the combined company prior to the transaction closing will be announced. upon termination of the agreement under specified circumstances, a termination fee of $26 million is payable by nanometrics and rudolph. the combined company will be named onto innovation inc. and ticker symbol on the new york stock exchange (nyse) is expected to be "onto."
michael p. plisinski, rudolph’s chief executive officer, will serve as chief executive officer and steven roth, rudolph’s chief financial officer, will serve as chief financial officer of the combined company, alongside a leadership team comprised of executives from nanometrics and rudolph. the board of directors will be led by nanometrics’s director christopher a. seams who will become the chairman of the board of directors of the combined company and will have 12 directors, consisting of six from each existing board. with respect to employment, there will be some changes. the combined company will be headquartered in wilmington, massachusetts and with an operations office maintained at nanometrics’ headquarters in milpitas, california. no immediate changes in the operations are expected. until the transaction closes, rudolph and nanometrics will continue to be separate, independent companies and will operate business as usual. the combined company will be named onto innovation inc. and ticker symbol on the new york stock exchange (nyse) is expected to be "onto."
consummation of the merger is subject to certain closing conditions, including, among other things, the approval by the stockholders of nanometrics of the issuance of the shares of nanometrics common stock pursuant to the agreement, approval by the stockholders of nanometrics of an amendment and restatement of nanometrics’ certificate of incorporation to increase the number of authorized shares of common stock, the adoption by the stockholders of rudolph of the agreement, authorization for listing on the new york stock exchange of the shares of nanometrics common stock (including the shares to be issued in the merger), subject to official notice of issuance, the receipt of required regulatory approvals, anti-trust approval, effectiveness of the registration statement and the absence of any order, injunction, decree or other legal restraint preventing, or any proceeding brought by a governmental authority challenging, the completion of the merger or making the completion of the merger illegal and qualification of the merger as a reorganization within the meaning of section 368(a) of the code. the merger was unanimously approved and recommended by the boards of directors of nanometrics and rudolph based on the financial advisors’ opinion which consider the exchange ratio to be fair. as of september 10, 2019, securities and exchange commission has provided the effectiveness of the registration statement. as of october 24, 2019, the stockholders of nanometrics and rudolph technologies has provided the approval for the transaction. the transaction will close on the second business day after the satisfaction or waiver of the last of the conditions to be satisfied or waived and is expected to close in the second half of 2019. as of october 14, 2019, transaction is expected to close before the end of october. the combined company is expected to drive long-term shareholder value through cost synergies, revenue growth opportunities and earnings expansion from the transaction.
barclays capital inc. acted as financial advisor, sam livermore and steve tonsfeldt of cooley llp acted as legal advisor to nanometrics. morgan stanley & co. llc acted as financial advisor and joseph b. conahan, joseph c. minko, andrew b. langworthy, r. scott kilgore, ciara r.m. baker, julie hogan rodgers, paul jakubowski, bonnie l. heiple, hartmut schneider and jeff p. johnson of wilmer cutler pickering hale and dorr llp acted as legal advisor to rudolph. morgan stanley & co. llc provided opinion to rudolph from a financial point of view. barclays capital inc. provided opinion to nanometrics from a financial point of view. andy zwecker and john marzulli of shearman & sterling acted as legal advisor to barclays capital inc., financial advisor to nanometrics incorporated. mackenzie partners, inc., investment banking arm acted as a financial advisor to nanometrics incorporated.
rudolph technologies, inc. (nyse:rtec) completed the acquisition of nanometrics incorporated (nasdaqgs:nano) in a reverse merger transaction on october 25, 2019. following the transaction, jeffrey a. aukerman, leo berlinghieri, vita a. cassese, david b. miller, michael p. plisinski, john r. whitten, edward j. brown jr., roberg g. deuster, bruce c. rhine, christopher a. seams, dr. timothy j. stultz and christine a. tsingos will be the board of directors and robert a. koch as vice president, general counsel and secretary of combined entity. in connection with the transaction, pierre- yves lesaicherre departed from his position as president and chief executive officer, janet taylor departed from her position as general counsel and secretary, and james barnhart departed from his position as senior vice president, operations, of nanometrics. as of october 25, 2019, listing of nanometrics on new york stock exchange (the “nyse”), has been authorized, shares of rudolph technologies, ceased trading on the new york stock exchange and nanometrics filed with the secretary of state of the state of delaware the amended and restated certificate of incorporation of nanometrics incorporated.
