ASML收购CYMER以加速EUV技术发展

2012年10月17日，半导体产业光刻系统巨头阿斯麦控股（ASML）与光刻光源主供应商西盟半导体（CYMER）联合宣布：通过由阿斯麦通过股票加现金方式收购西盟半导体价值19.5亿欧元的所有流通股。

收购西盟半导体的目的是为了加速极紫外光（EUV）半导体光刻技术的发展。EUV技术对半导体产业技术按照摩尔定律进步到下一个世代至关重要，可以以更低的资本支出生产出具有更多功能的高性能芯片。

此前阿斯麦和西盟已经紧密合作一年多，此次的合并是在开发EUV技术的合作基础上自然产生的。结合西盟在EUV光源上的专业和阿斯麦在光刻系统开发整合上面的优势，可以加速极紫外光刻这一非常复杂技术的生产引入并降低风险。

VELDHOVEN, the Netherlands, and SAN DIEGO, California (USA), 17 October 2012 - ASML Holding NV [ASML], a leading provider of lithography systems for the semiconductor industry, and Cymer, Inc. [CYMI], a leading supplier of lithography light sources used by chipmakers to manufacture advanced semiconductor devices, announce that they have entered into a definitive agreement under which ASML will acquire all outstanding shares of Cymer in a cash-and-stock transaction currently valued at EUR 1.95 billion.

The purpose of the acquisition of Cymer is to accelerate the development of Extreme Ultraviolet (EUV) semiconductor lithography technology. EUV is vital to support the semiconductor industry’s transition to the next manufacturing technology, which is needed to create microchips with more functions at a lower cost and that are more energy-efficient, consistent with Moore’s Law.

ASML and Cymer have collaborated closely for over a year, and this merger is the natural evolution of their existing cooperation in developing EUV technology. Combining Cymer’s expertise in EUV light sources with ASML’s expertise in lithography systems design and integration will reduce the risk and accelerate the introduction of this extremely complex technology.

The transaction, which was unanimously approved by the boards of directors of ASML and Cymer, would entitle each Cymer shareholder to receive US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share. The total price reflects a premium of 61 percent over Cymer"s 30-day volume-weighted average price (VWAP) and 52 percent over its 90-day VWAP, using ASML’s VWAP for the comparable period ending 16 October 2012.

“We believe that this transaction will improve our capabilities to bring new technologies to our customers, and will deliver value to Cymer’s and ASML’s shareholders,” said Eric Meurice, President and Chief Executive Officer of ASML. “We expect the merger to make EUV technology development significantly more efficient and simplify the supply chain and integration flow of the EUV modules. We are also very much encouraged by the opportunities that we expect to create around Cymer’s growing advanced Immersion systems and dry Deep Ultraviolet (DUV) Installed Base Products (IBP) business.”

“Over the last several years, Cymer has been investing significant capital towards developing EUV source technology. We are very encouraged that ASML’s resources will enable the combined company to continue to develop and successfully commercialize EUV on an accelerated time frame,” said Bob Akins, Chairman and Chief Executive Officer of Cymer. “The success of EUV is critical to the semiconductor industry, and we view this merger as very attractive for our shareholders, customers and employees as well as our industry.”

As a result of the transaction, ASML will also acquire Cymer’s DUV business. This technology is expected to remain a significant and growing engine of sales and profit and will be well positioned to support and balance customer needs for EUV and immersion multiple patterning. ASML intends to manage Cymer’s commercial operations as an independent division based in the United States, and will continue to deliver and service DUV and EUV sources for all customers on an arm’s length basis. ASML scanners will continue to interface with light sources from all manufacturers.

The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions, including review by U.S. and international regulators and approval by Cymer"s shareholders. Excluding non-cash purchase price accounting adjustments, the transaction is expected to be accretive to ASML"s EPS in the second year after closing.

EUV status update

? ASML’s 6 pre-production NXE:3100 EUV systems, capable of resolution performance compatible with the 22 nm node in single patterning mode, have exposed more than 23,000 wafers at customer sites with good overlay and imaging performance, enabling semiconductor device recipe development and confirmation of infrastructure progress. The successor system, the NXE:3300B, is capable of resolution performance compatible with the 14 nm node in single patterning mode. This system has already shown overlay down to 1.3 nm and imaging down to 16 nm in a full-field single exposure using new illumination technology. Progress continues on improving the productivity of the EUV systems currently limited by the light source.[!--empirenews.page--]

? Cymer’s EUV light sources have for some time been exposing wafers at up to 11 Watts source power at customer facilities, resulting in NXE:3100 productivity of up to 7 wafers per hour. ASML and Cymer jointly made significant progress during the summer and have now proven in laboratories a sustained 30-Watt source exposure power potential, which would enable the NXE:3300B to expose 18 wafers per hour. ASML’s specified target remains at 105 Watts or 69 wafers per hour (wph), to be achieved for 2014 microchip production.

? ASML and Cymer have been cooperating very closely for more than a year on a number of development tasks. The transaction is a natural next step from the R&D collaboration and will make the cooperation more efficient by knitting development teams closer together, streamlining project management and simplifying the supply chain.

The current accumulated EUV exposure experience at customers, the successful demonstration of the NXE:3300B imaging and overlay and the proof of concept of up to 30 Watts source power are expected to support the following plan:

1. The deliveries of the first 11 NXE:3300B systems in 2013 to be installed at customers for R&D.

2. Additional orders for NXE:3300B systems intended for production in 2014 at a minimum specification targeting 69 wph. ASML has currently received 4 commitments and expects another 4 to 8 within the next 6 months.

About ASMLASML is one of the world"s leading providers of lithography systems for the semiconductor industry, manufacturing complex machines that are critical to the production of integrated circuits or chips. Headquartered in Veldhoven, the Netherlands, ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML. ASML has more than 8,200 employees on payroll (expressed in full time equivalents), serving chip manufacturers in more than 55 locations in 16 countries. More information about our company, our products and technology, and career opportunities is available on our website: www.asml.com

About CymerCymer, Inc. (Nasdaq: CYMI) is an industry leader in developing lithography light sources, used by chipmakers worldwide to pattern advanced semiconductor chips, and is pioneering a new silicon crystallization tool for the display industry. Cymer’s light sources have been widely adopted by the world’s top chipmakers and the company’s installed base comprises approximately 3,750 systems. Continuing its legacy of leadership, Cymer is currently pioneering the industry’s transition to EUV lithography, the next viable step on the technology roadmap for the creation of smaller, faster chips. The company is headquartered in San Diego, CA, has more than 1,200 employees on payroll (expressed in full time equivalents) and supports its customers from numerous offices around the globe. Cymer maintains a Web site to which it regularly posts press releases, SEC filings, and additional information about Cymer. Interested persons can also subscribe to automated e-mail alerts or RSS feeds. Please visit www.cymer.com