ADE Recent News

 

 

ADE Corporation Reports Fourth-Quarter and Fiscal 2006 Financial Results

 

WESTWOOD, Mass. - July 14, 2006 - ADE Corporation (NasdaqGM: ADEX) today reported financial results for its fourth quarter and fiscal year ended April 30, 2006.

 

Revenue for the fourth quarter of fiscal 2006 was $29.3 million compared with $26.3 million for the third quarter of fiscal 2006 and $29.8 million for the fourth quarter of fiscal 2005. ADE posted net income of $4.7 million, or $0.32 per diluted share, for the fourth quarter of fiscal 2006. This compares with net income of $4.7 million, or $0.32 per diluted share in the third quarter of fiscal 2006. This figure includes a tax benefit of approximately $980,000 related to 2005 tax deductions. ADE reported net income of $23.1 million, or $1.60 per diluted share, for the fourth quarter of fiscal 2005. Fourth quarter fiscal 2005 results included a $17.2 million non-cash income tax valuation allowance reversal.

 

Gross margin for the fourth fiscal quarter of 2006 was 54 percent. This compares with 57 percent for the prior quarter and 55 percent for the year-ago fourth fiscal quarter. ADE ended the year with $91.6 million in cash, cash equivalents and marketable securities . This is an increase of 24 percent from $73.7 million at the end of fiscal 2005.

 

Revenue for full-year fiscal 2006 was $103.4 million compared with $116.9 million for fiscal 2005. Fiscal 2006 net income was $15.3 million, or $ 1.04 per diluted share, compared with net income of $40.9 million, or $2.86 per diluted share, for fiscal 2005. Excluding the income tax valuation allowance reversal, ADE generated fiscal 2005 non-GAAP profits of $23.7 million or $1.66 per diluted share.

Backlog at April 30, 2006 was $ 53.1 million, a sequential increase of 27% compared with the $41.8 million reported at the end of the third fiscal quarter and an increase from $45.0 million on April 30, 2005.

 

Also, as previously announced, during the fourth fiscal quarter of 2006, ADE entered into a definitive merger agreement with KLA-Tencor Corporation (NasdaqGS: KLAC), which was amended and restated in May 2006. Under this agreement, KLA-Tencor would acquire ADE for cash consideration of $32.50 per share. On July 13, 2006, ADE shareholders approved the proposed merger. A closing date will be established once the parties have cleared or waived all conditions to close, including regulatory clearance from the German antitrust authorities who, as previously reported, notified KLA-Tencor on July 10, 2006 of the commencement of a Phase II investigation of the proposed merger. Both ADE and KLA-Tencor continue to be confident that the acquisition will be completed once German antitrust clearance is obtained.

Non-GAAP Financial Results

In an effort to provide investors with additional information regarding the Company's results, this news release presents certain figures that exclude the impact of the Company's reversal of deferred tax asset valuation allowances in the fourth quarter of fiscal 2005. The figures may be deemed to be "non-GAAP financial measures." ADE's non-GAAP financial measures are a supplement to financial statements prepared based on generally accepted accounting principles ("GAAP"). The Company believes this presentation provides investors and ADE management with additional useful insights into its underlying results because of the materiality of the reversal of its deferred tax asset valuation allowances on its fourth-quarter and full-year fiscal 2005 net income. Management believes that presenting results that exclude the impact of this reversal facilitates period-to-period comparisons of the Company's growth on a more consistent basis that better reflects actual trends. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial results is included in the table titled "Non-GAAP to GAAP Reconciliation" in this news release. These non-GAAP financial measures should not be considered in isolation from the comparable GAAP measures nor considered a substitute therefor.

About ADE Corporation

ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. Wafer suppliers and device manufacturers worldwide rely on ADE measurement and inspection systems to certify and ensure the highest quality bare silicon substrates. ADE's most recent generation of products serve both 65nm in-line manufacturing applications and 45nm process development. Semiconductor device yields begin with the bare wafer, and ADE's leading technology provides early insight into surface defect, shape, flatness and nanotopography of these advanced 300mm substrates. Additional information about ADE is available on the Internet at http://www.ade.com, which website is not part of this press release.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and federal securities law. Such forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Those statements that make reference to expectations, predictions, beliefs, and assumptions should be considered forward-looking statements. These statements include, but are not limited to, those associated with the proposed merger with KLA-Tencor, including the expected closing time for the proposed merger and the obtaining of clearance from German antitrust authorities. These statements involve risks and uncertainties including those associated with delays in obtaining, or adverse conditions contained in, the German antitrust authorities' regulatory approvals; failure to consummate or delay in consummating the proposed merger for other reasons, changes in laws or regulations and other similar factors . Further information on potential factors that could affect ADE's business is contained in its reports on file with the Securities and Exchange Commission, including its Form 10-K for the year ended April 30, 2005. ADE is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

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ADE Shareholders Approve Merger Transition With KLA-Tencor

 

WESTWOOD, Mass. - July 13, 2006 - ADE Corporation (NasdaqGM: ADEX) today announced that its shareholders approved the proposed merger transaction under which KLA-Tencor Corporation (NasdaqGS: KLAC) will acquire ADE for cash consideration of $32.50 per share. The proposal was adopted at a special shareholders meeting held earlier today, with 99% of all votes cast in favor, which is the equivalent of 73% of the issued and outstanding ADE shares.

 

A closing date will be established once the parties have cleared or waived all conditions to close, including regulatory clearance from the German antitrust authorities, who as previously reported, notified KLA-Tencor on Monday, July 10, 2006 of the commencement of a Phase II investigation of the proposed merger. Both ADE and KLA-Tencor continue to be confident that the acquisition will be completed once German antitrust clearance is obtained.

 

About ADE Corporation

ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. The Company's systems analyze and report product quality at critical manufacturing steps for yield enhancement, providing quality certification data that is relied upon by semiconductor wafer, device and computer disk manufacturers. The Company's systems also are used for production measurements in the semiconductor chip fabrication process. To learn more about ADE, visit the Company's Web site at www.ade.com, which is not a part of this release.

 

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and federal securities law. Such forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Those statements that make reference to expectations, predictions, beliefs, and assumptions should be considered forward-looking statements. These statements include, but are not limited to, those associated with the expected closing time for the proposed merger and the obtaining of clearance from German antitrust authorities. These statements involve risks and uncertainties including those associated with the failure of ADE shareholders to approve the proposed merger; delays in obtaining, or adverse conditions contained in, the German antitrust authorities' regulatory approvals; failure to consummate or delay in consummating the proposed merger for other reasons, changes in laws or regulations and other similar factors . Further information on potential factors that could affect KLA-Tencor's or ADE Corporation's respective businesses is contained in their reports on file with the Securities and Exchange Commission ("SEC"), including their respective Form 10-K's. KLA-Tencor and ADE are under no obligation to (and expressly disclaim any such obligation to) update or alter their respective forward-looking statements whether as a result of new information, future events or otherwise.

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KLA-TENCOR / ADE Acquisition Delayed Pending German Antitrust Clearance

 

SAN Jose, CA and Westwood , MA - KLA-Tencor Corporation (NasdaqGS: KLAC) and ADE Corporation (NasdaqGM: ADEX) announced that the acquisition of ADE will be delayed pending approval from German antitrust authorities. The acquisition has already been cleared by the antitrust authorities in the United States and in all other applicable jurisdictions.

 

German authorities have notified KLA-Tencor that a Phase II investigation of the proposed acquisition of ADE by KLA-Tencor has begun. KLA-Tencor and ADE stated that they will continue to cooperate with the German authorities to facilitate a timely review. Both firms are confident that the acquisition will ultimately receive clearance.

 

The special meeting of ADE stockholders to consider the acquisition will be held as scheduled on July 13, 2006. Assuming that the acquisition receives stockholder approval, the parties anticipate that the acquisition will be completed once German antitrust clearance is obtained.

 

About ADE Corporation

ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. Wafer suppliers and device manufacturers worldwide rely on ADE measurement and inspection systems to certify and ensure the highest quality bare silicon substrates. ADE's most recent generation of products serve both 65nm in-line manufacturing applications and 45nm process development. Semiconductor d evice yields begin with the bare wafer and ADE's leading technology provides early insight into surface defect, shape, flatness and nanotopography of these advanced 300mm substrates. Additional information about ADE is available on the Internet at http://www.ade.com.

 

About KLA-Tencor: KLA-Tencor is the world leader in yield management and process control solutions for semiconductor manufacturing and related industries. Headquartered in San Jose, Calif., the company has sales and service offices around the world. An S&P 500 company, KLA-Tencor was named one of the Best Managed Companies in America for 2005 by Forbes Magazine and is the only company in the semiconductor industry to receive the accolade for this year. KLA-Tencor is traded on the Nasdaq National Market under the symbol KLAC. Additional information about KLA-Tencor is available on the Internet a t http://www.kla-tencor.com.

 

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and federal securities law. Such forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Those statements that make reference to expectations, predictions, beliefs, and assumptions should be considered forward-looking statements. These statements include, but are not limited to, those associated with the expected closing time for the proposed merger and the obtaining of clearance from German antitrust authorities. These statements involve risks and uncertainties including those associated with the failure of ADE shareholders to approve the proposed merger; delays in obtaining, or adverse conditions contained in, the German antitrust authorities' regulatory approvals; failure to consummate or delay in consummating the proposed merger for other reasons, changes in laws or regulations and other similar factors . Further information on potential factors that could affect KLA-Tencor's or ADE Corporation's respective businesses is contained in their reports on file with the Securities and Exchange Commission ("SEC"), including their respective Form 10-K's. KLA-Tencor and ADE are under no obligation to (and expressly disclaim any such obligation to) update or alter their respective forward-looking statements whether as a result of new information, future events or otherwise.

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ADE Receives Multi-Million Dollar Order From Major Japanese Silicon Wafer Supplier

Inline Wafer Metrology Systems to Support 300mm Capacity Expansion

Westwood , Mass. - ADE Corporation (NASDAQ: ADEX) announced today that it has received a large multi-million dollar order for WaferSightT wafer quality certification systems from a major Japanese silicon wafer supplier. Delivery of these tools is scheduled to support this customer's 300mm silicon wafer capacity expansions in the last half of 2006 and first half of 2007.

Gartner Dataquest has estimated that 300mm wafer demand will grow by 41% in 2006, 18% in 2007 and 40% in 2008. Silicon wafer manufacturers have announced significant capacity expansions in 300mm wafer production in Japan , Taiwan and the United States . The ADE WaferSight wafer geometry metrology system is the tool of choice for 65nm node silicon wafer production and is extendable to the 45nm technology node for advanced 300mm process development.

"To support this latest round of 300mm wafer capacity expansion, we are seeing new construction of wafer fabs by the silicon suppliers along with orders for ADE's wafer dimensional and inspection tools," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer . "Device yield and performance begin with the quality of the bare wafer. Wafer suppliers and device manufacturers worldwide rely on ADE metrology and inspection systems to provide the highest quality of product certification and process control results."

ADE will be demonstrating the WaferSight wafer flatness, shape and edge roll-off metrology system, as well as its full line of silicon wafer production and semiconductor process control systems, at Semicon West, July 11 -13, Moscone Center, South Hall, Booth 1302, in San Francisco. For more information, contact ADE at www.ade.com .

About ADE Corporation

ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. The Company's systems analyze and report product quality at critical manufacturing steps for yield enhancement, providing quality certification data that is relied upon by semiconductor wafer, device and computer disk manufacturers. The Company's systems also are used for production measurements in the semiconductor chip fabrication process. To learn more about ADE, visit the Company's Web site at www.ade.com.

Safe Harbor

This news release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Those statements that make reference to the Company's expectations, predictions, beliefs, assumptions and anticipations should be considered forward-looking statements. These statements include, but are not limited to, those associated with the shipment of product to the aforementioned silicon wafer supplier, the effect of ADE products on customer product quality and production rates, and expected 300mm silicon wafer demand. These statements involve risks and uncertainties including those associated with wafer pricing and wafer demand; the results of its product development efforts; and the success of ADE's product offerings to meet customer needs within the timeframes required by customers in these markets. Further information on potential factors that could affect ADE Corporation's business is described in the Company's reports on file with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended April 30, 2005.

 

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ADE Receives Multi-Million Dollar Order From a Major Silicon Wafer Supplier

Wafer Inspection, Measurement and Yield Management Tools Support 300mm Fab Expansion in North America

Westwood , Mass. - ADE Corporation (NASDAQ: ADEX) announced today that it has received a multi-million dollar order for 300mm production wafer quality certification and process control systems, including wafer geometry measurement, surface inspection and defect classification, and the new FabVisionT yield management and database system, from a major semiconductor wafer supplier. Delivery of these tools is expected to be completed in calendar 2006 to support the customer's first 300mm wafer production fab in the United States .

"This multi-million dollar order, encompassing ADE's broad range of in-line wafer metrology, inspection and yield management products continues to reflect the growth of 300mm wafer capacity and represents the first expansion of 300mm silicon wafer production in the United States," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer. "Through the adoption of this tool set by this major wafer supplier, ADE is committed to help the customer ramp up 300mm wafer production in a timely manner, to successfully achieve its yield entitlements for this initial investment in the United States ."

Gartner Dataquest predicts that 300mm wafer demand will grow by 41% in 2006 and by an additional 20% in 2007. Nineteen new 300mm semiconductor device fabs are planned either to begin or to ramp production between 2006 and 2008.

ADE's full line of production metrology and inspection equipment enables high yield with low cost of ownership and a smooth transition between technology nodes for wafer suppliers, incoming quality control and semiconductor equipment manufacturers.

About ADE Corporation

ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. The Company's systems analyze and report product quality at critical manufacturing steps for yield enhancement, providing quality certification data that is relied upon by semiconductor wafer, device and computer disk manufacturers. The Company's systems also are used for production measurements in the semiconductor chip fabrication process. To learn more about ADE, visit the Company's Web site at www.ade.com.

Safe Harbor

This news release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Those statements that make reference to the Company's expectations, predictions, beliefs, assumptions and anticipations should be considered forward-looking statements. These statements include, but are not limited to, those associated with the shipment of product to the aforementioned silicon wafer supplier, the effect of ADE products on customer product quality and production rates, and expected 300mm silicon wafer demand. These statements involve risks and uncertainties including those associated with wafer pricing and wafer demand; the results of its product development efforts; and the success of ADE's product offerings to meet customer needs within the timeframes required by customers in these markets. Further information on potential factors that could affect ADE Corporation's business is described in the Company's reports on file with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended April 30, 2005.

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ADE Corporation Exceeds Third-Quarter Guidance

Revenue, Gross Margin, Income, Bookings and Cash Rise Sequentially

WESTWOOD, Mass. - March 7, 2006 - ADE Corporation (Nasdaq: ADEX) today reported its financial results for its third quarter of fiscal 2006 ended January 31, 2006.

Revenue for the third quarter of fiscal 2006 was $26.3 million, compared with $23.6 million for the second quarter of fiscal 2006 and $29.5 million for the third quarter of fiscal 2005. ADE posted net income of $4.7 million, or $0.32 per diluted share, for the third quarter of fiscal 2006. This figure includes a tax benefit of approximately $980,000 related to 2005 tax deductions. This compares with net income of $2.9 million, or $0.20 per diluted share, for the second quarter of fiscal 2006, and $6.4 million, or $0.45 per diluted share, for the third quarter of fiscal 2005.

Gross margin for the third fiscal quarter of 2006 was 57 percent. This compares with 56 percent for the prior quarter and 53 percent for the year-ago third fiscal quarter. ADE ended the third fiscal quarter with $88.2 million in cash, cash equivalents and marketable securities . This is an increase of 20 percent from $73.7 million at the end of fiscal 2005. ADE's backlog on January 31, 2006 was $41.8 million. This compares with $40.2 million on October 31, 2005 and $48.2 million on January 31, 2005.

"ADE continued to perform well in the third fiscal quarter, exceeding its financial guidance range for revenue and net income, and showing growth in new orders and gross margin as well as cash," said Dr. Chris L. Koliopoulos, ADE's president and chief executive officer. "We continued to capitalize on the ongoing expansion in 300mm wafer capacity, generated additional momentum with our recent product launches and increased our cash position to record levels."

"For the third quarter, revenue was strongest geographically from Japan , which accounted for 45% of total revenue," said Brian James , executive vice president and chief financial officer of ADE. "Asia and the United States , meanwhile, each contributed approximately 25% of sales, with Europe delivering the remainder ."

"Utilization rates remain high in both 200mm and 300mm wafer fabs, and demand for metrology and defect inspection equipment continues to grow as capacity expansion plans are announced and 300mm wafer production escalates," continued Dr. Koliopoulos. "Quote activity remained strong during the quarter, and customer interest in our new NanoXam T , WaferXam T and FabVision T tools continues to build momentum. Our data storage segment is also tracking the growth in hard disk drives as consumer demand increases."

"Recently we announced a definitive merger agreement with KLA-Tencor. Through this acquisition by KLA-Tencor, both companies are looking to increase growth by leveraging their collective technology and existing infrastructure, especially in the semiconductor device market. The combined company will be well positioned to benefit from the increasing industry demand for 300mm wafer metrology and defect inspection equipment with an expanded portfolio of yield management solutions," concluded Dr. Koliopoulos .

ADE expects the merger to close by early in the third calendar quarter of this year subject to customary closing conditions, including regulatory approval and approval by ADE shareholders. While the merger is pending, ADE will no longer be providing guidance on revenue, gross margins or earnings per share.

Conference Call Reminder

ADE will host a conference call and webcast on March 8, 2006 at 8:30 a.m. Eastern Time (ET) to discuss its third-quarter financial results and business outlook. To participate in the webcast, please visit the "Investor Relations" section of the ADE website, located at www.ade.com. A replay of the call will be available on the website two hours after the completion of the conference call.

About ADE Corporation

ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor wafer, semiconductor device, magnetic data storage and optics manufacturing industries. Wafer suppliers and device manufacturers worldwide rely on ADE measurement and inspection systems to certify and ensure the highest quality bare silicon substrates. ADE's most recent generation of products serve both 65nm in-line manufacturing applications and 45nm process development. Semiconductor device yields begin with the bare wafer, and ADE's leading technology provides early insight into surface defect, shape, flatness and nanotopography of these advanced 300mm substrates. Additional information about ADE is available on the Internet at http://www.ade.com, which website is not part of this news release.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and federal securities law. Such forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Those statements that make reference to expectations, predictions, beliefs, and assumptions should be considered forward-looking statements. These statements include, but are not limited to, those associated with the momentum of ADE's products and quote activity, the expected demand for ADE's products and for semiconductor wafers generally, the success of ADE's new and existing products, the expected closing time for the proposed merger, the impact of the proposed merger on the growth and positioning of both KLA-Tencor and ADE and the development and availability of existing and new products, and other expected benefits from the proposed merger. These statements involve risks and uncertainties including those associated with the strength of the semiconductor, data storage and device markets; wafer pricing and wafer demand; the results of product development efforts; the success of product offerings to meet customer needs within the timeframes required by customers in these markets; disruption from the proposed merger making it more difficult to maintain relationships with customers, vendors and employees; the failure to obtain and retain expected synergies from the proposed merger; the failure of ADE shareholders to approve the proposed merger; delays in obtaining, or adverse conditions contained in, any required regulatory approvals; failure to consummate or delay in consummating the proposed merger for other reasons, changes in laws or regulations and other similar factors. Further information on potential factors that could affect ADE's business is contained in its reports on file with the Securities and Exchange Commission, including its Form 10-K for the year ended April 30, 2005. ADE is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Important Information

This document may be deemed to be solicitation material in respect of the proposed business combination of KLA-Tencor Corporation and ADE. In connection with the proposed transaction, a registration statement on Form S-4 will be filed by KLA-Tencor with the SEC. STOCKHOLDERS OF ADE ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of ADE and stockholders may obtain a free copy of the disclosure documents (when they become available) and other documents filed by ADE and KLA-Tencor with the SEC at the SEC's website at www.sec.gov, from ADE Corporation, 80 Wilson Way, Westwood, Massachusetts 02090, Attention: Chief Financial Officer, or from KLA-Tencor Corporation, 160 Rio Robles, San Jose, California 95134, Attention: General Counsel.

KLA-Tencor, ADE and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding KLA-Tencor's directors and executive officers is available in KLA-Tencor's proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on October 13, 2005, and information regarding ADE's directors and executive officers is available in ADE's annual report on Form 10-K for the year ended April 30, 2005, and its proxy statement for its 2005 annual meeting of stockholders, which were filed with the SEC on July 26 and August 19, 2005, respectively. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

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