FSI International, Inc. (FSII) announced that it entered into a definitive agreement under which Tokyo Electron Ltd., or TEL, will acquire FSI for $6.20 per share in cash, or an aggregate equity purchase price of about $252.5 million.
The purchase price represents a premium of 53.5% to the closing price of FSI's common shares on August 10, 2012. The acquisition, which will be completed pursuant to a cash tender offer followed by a second step merger, has been unanimously approved by the boards of directors of TEL and FSI.
Under the terms of the definitive merger agreement between TEL and FSI, TEL, through an indirect wholly-owned subsidiary, will commence a cash tender offer to purchase all of the outstanding shares of FSI's common stock for $6.20 per share.
TEL will finance the acquisition from its existing cash resources.
The transaction is expected to close in calendar year 2012.
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