Astronics Corporation and Adventest Corporation announced Wednesday that the companies have entered into an agreement in which Advantest will acquire the commercial Semiconductor System Level Test business from Astronics for $185 million in cash, plus an earn-out payment of up to $30 million based on certain performance milestones.
As part of the agreement, East Aurora, NY-based Astronics will continue to manufacture the semiconductor test solutions for Tokyo and Irvine, CA-based Advantest upon closing of the transaction, which is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The deal is expected to close by the end of 2018.
“Test Systems is highly complementary to Advantest’s existing suite of leading-edge automated test equipment solutions and broadens Advantest’s position in system level test, an increasingly critical test modality to large consumer electronics manufacturers,” Advantest stated in its press release Wednesday. “The transaction further demonstrates the company’s commitment to expanding test and measurement solutions throughout the semiconductor value chain and represents an important milestone in Advantest’s Objectives of Grand Design and the Company’s Mid-Term Plan disclosed on April 26th, 2018.”
The Level Test business will become a fully-owned subsidiary of Advantest’s U.S. subsidiary, Advantest America, and will operate under a newly-created entity: Advantest Test Solutions, Inc. Approximately 45 Astronics employees—primarily in engineering, sales, and program management, will be offered positions with Advantest. The remainder of the Astronics workforce will be unaffected by the transaction.
Astronics’ will continue to operate its aerospace and defense test business and report in two segments.
“We will be able to offer stronger solutions to our diversified customer base and continue to add significant customer value in an evolving semiconductor value chain by further enriching and expanding our suite of test and measurement solutions,” said Yoshiaki Yoshida, Advantest president and CEO. “With this acquisition, Advantest will benefit greatly from Test Systems’ technology development capabilities, technical talent and recent customer successes in this emerging segment of test. The acquisition will allow us to better and more timely respond to the growing needs of our semiconductor customers, and we believe Test Systems will benefit greatly from Advantest’s global footprint, customer base and resources. We look forward to making significant advances in developing new solutions with Test Systems to deliver significant value to customers, employees and shareholders.”
Peter Gundermann, president and CEO of Astronics, commented, “We acquired this product line in January of 2014 and it has since generated about $365 million in revenue through the third quarter this year. We have invested heavily in the technology and believe it has an exciting future. We came to the conclusion that this future will be better realized with a company that is focused on the semiconductor space. We will continue to be involved as a manufacturing partner with Advantest, which will provide continuity for our customers and employees. We look forward to continued success in the market.”
