Ultra Clean Holdings, Inc. (NasdaqGS:UCTT) entered into a definitive agreement to acquire Ham-Let (Israel-Canada) Ltd (TASE:HAML) for approximately ILS 930 million on December 16, 2020. Ultra Clean Holdings will acquire shares of Ham-Let (Israel-Canada) at an offer per share of ILS 64 in cash. Consideration includes repayment of ILS 198 million of net debt of Ham-Let (Israel-Canada) Ltd. Consideration is being structured as an all-cash transaction. Ultra Clean intends to fund the transaction with a combination of available cash on hand of $21 million (ILS 68.3 million) and committed debt financing. Barclays has committed to provide to Ultra Clean a $355 million (ILS 1.2 billion) senior secured incremental term loan B facility to fund the acquisition and repay Ham-Let's indebtedness, subject to customary closing conditions precedent to funding. Ham-Let (Israel-Canada) will be required to pay to Ultra Clean a termination fee of approximately ILS 38.5 million.

The transaction requires approval from holders of at least a majority of the ordinary shares voted at a meeting of the shareholders of Ham-Let (Israel-Canada), expiration or termination of any waiting period under, or the receipt of approvals under, applicable foreign competition laws, regulatory approval, expiration of a period of at least fifty days after the filing of a merger proposal executed in accordance with Section 316 of the of the Companies Law 5759-1999 of the State of Israel with the Registrar of Companies of the State of Israel and expiration of a period of at least thirty days after the approval of the merger by shareholders of Ham-Let (Israel-Canada). The transaction has been unanimously approved by the Board of Ultra Clean Holdings and Ham-Let (Israel-Canada). Simultaneously with the execution and delivery of the merger agreement, Ham-Let (Israel-Canada)'s largest shareholder, holding 30.5% of the voting power of Ham-Let (Israel-Canada)'s Ordinary Shares, entered into a written undertaking pursuant to which such shareholder agreed, subject to certain terms and conditions, among other things, to vote their Ham-Let (Israel-Canada) shares in favor of the approval of the merger. The transaction is expected to close in the latter part of Q1 or early Q2, 2021. As of February 22, 2021, the acquisition is expected to close in first quarter of 2021. UCT anticipates the acquisition to be accretive to shareholders on an adjusted basis within the first year after close. The transaction is expected to be accretive to Ultra Clean's non-GAAP operating margin and adjusted EBITDA margin, as well as free cash flows due to incremental margin pick up from Ham-Let and expected cost synergies. Barclays acted as lead financial advisor and acted as lead bookrunner for Ultra Clean, David Chertok and Tomer Sela of Meitar Law Offices (Israel) and Alan F. Denenberg, Jason Bassetti, Joseph P. Hadley, Jonathan B. Brown, Patrick E. Sigmon and Gregory D. Hughes of Davis Polk and Wardwell LLP acted as legal advisors and Needham and Co. acted as fairness opinion provider to Ultra Clean. Sharon Amir, Einat Rosu and Avishai Eliash of Naschitz, Brandes, Amir Law Offices acted as legal advisors and PricewaterhouseCoopers acted as fairness opinion provider to Ham-Let.

Ultra Clean Holdings, Inc. (NasdaqGS:UCTT) completed the acquisition of Ham-Let (Israel-Canada) Ltd (TASE:HAML) for approximately ILS 910 million on March 31, 2021 .Under the terms of the agreement, the total transaction value is approximately ILS 1.13 billion ($351 million) and is being structured as an all-cash transaction. UCT anticipates the acquisition to be accretive to shareholders on an adjusted basis within the first year after close.