Ultra Clean Holdings, Inc. Announces Merger Agreement with American Integration Technologies, LLC

HAYWARD, Calif., May 18, 2012 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries today announced that it has signed a merger agreement with American Integration Technologies, LLC d/b/a Advanced Integration Technologies (AIT), also a supplier of critical subsystems to the semiconductor capital equipment, medical, energy, industrial and aerospace industries. By combining with AIT, UCTT further expands its capabilities, adds new customer relationships in its target markets, and expands its footprint with its existing customers.  At the same time, this  will enhance  Asian manufacturing and global expansion opportunities for AIT and its customers.

UCTT will pay a purchase price of approximately $99 million, subject to customary closing conditions, including expiration or termination of the waiting period under the Hart Scott Rodino Act.  The transaction is expected to close on June 30, 2012, subject to satisfaction of the foregoing conditions.  The consideration will consist of $74 million in cash and 4.5 million shares of UCTT common stock.  The consideration is subject to a post-closing balance sheet adjustment.

Founded in 1983 and headquartered in Chandler, AZ, AIT had approximately $170 million in revenue in its last fiscal year ended December 31, 2011.

Clarence Granger, UCTT's Chief Executive Officer, commented on the transaction:  "We are very pleased to add AIT's complementary capabilities to UCTT in a synergistic transaction.  We expect the transaction to be accretive to earnings immediately following the closing of the transaction.  Like UCTT, AIT has experienced growth at a faster pace than the overall industry because of its flexible business model, which is well suited to meet our customers' needs for outsourced manufacturing."

"I'm very excited about the potential combination of AIT and UCTT, I believe this merger will allow us to better serve our customers and provide exciting opportunities for our employees," said Ted Johnson, President of AIT.

Granger continued:  "Through this acquisition we add scale and new capabilities and full systems integration as well as increase our customer base.  We believe that this combination will enhance our competitive position the markets we serve."

Needham & Company, LLC served as a financial advisor to UCTT on this transaction.  Dougherty & Company, LLC served as a co-advisor and provided a fairness opinion to the board of directors.

Press Conference Invitation

UCTT will conduct a conference call on Monday, May 21, 2012, beginning at 5:30 am PDT at 888/561-5097 (domestic) and 706/679-7569 (international).  A replay of the webcast will be available for fourteen days following the conference call at 855/859-2056 (domestic) and 404/537-3406 (international).  The confirmation number for the live broadcast and replays is 83772933 (all callers). Website slides will also be available on www.uct.com.  The conference call will also be webcast live and be available for fourteen days on our website.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries.  Ultra Clean offers its customers an integrated outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities.  Ultra Clean's customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, medical, energy and research industries. Ultra Clean is headquartered in Hayward, California.  Additional information is available at www.uct.com.

About AIT Holding Company, LLC

AIT Holding Company, LLC is a supplier of critical subsystems to the semiconductor, medical, alternative energy, industrial and aerospace industries.  AIT's capabilities cover the entire spectrum of complex system and sub-system manufacturing—from engineering and design to advanced electro-mechanical integration and complete turnkey builds.  AIT is headquartered in Chandler, Arizona. Additional information is available at http://www.aitint.com/

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance.  We use words such as "anticipates,", "projection", "forecast", "believes," "plan," "expect," "future,"' "intends," "may," "will," "should," "estimates," "predicts,"  and similar expressions to identify these forward-looking statements.  Forward looking statements included in this press release include our expectations with respect to our proposed acquisition of AIT, including the proposed closing date, synergies and benefits of the transaction.  All forward-looking statements address matters that involve risks and uncertainties.  Accordingly, our actual results may differ materially from the results predicted or implied by these forward- looking statements.  These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 30, 2011 filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information future developments or otherwise.

SOURCE Ultra Clean Holdings, Inc.